Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent by adding at least five (5) Business Days prior to this Agreement the desired effective date of such increase (each such increase, a “Commitment Amount Increase”) identifying one or more Eligible Assignees additional Lenders (or additional Commitments provided by existing Lender(s) or by a combination of existing Lenders and additional Lenders (each such Lender providing (or increasing) its Commitment pursuant to any Commitment Amount Increase, a “Commitment Amount Increase Lender”)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that are (i) the aggregate amount of the Commitments shall not be increased by an amount in excess of $500,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of such Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already Lenders qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of a Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness of any Commitment Amount Increase, (i) each Lender hereunder immediately prior to issue additional Commitments the effectiveness of such Commitment Amount Increase will automatically and become Lenders without further act be deemed to have assigned to each relevant Commitment Amount Increase Lender, and each relevant Commitment Amount Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder or by allowing one or more existing Lenders in outstanding Letters of Credit and Swing Loans, if applicable, such that, after giving effect to increase each deemed assignment and assumption of participations, all of the Lenders’ (including each Commitment Amount Increase Lender) (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Loans shall be held on a pro rata basis on the basis of their respective Commitments (but no existing Lender shall be required to, or have after giving effect to any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d1.15) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (eii) each Lender hereunder immediately prior to the requested increase does not cause effectiveness of such Commitment Amount Increase will automatically and without further act be deemed to have assigned Loans to the Commitments to exceed any applicable cap under other Lenders (including the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(gCommitment Amount Increase Lenders), and any Refinancing Debt in respect of such other Lenders (including the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period Commitment Amount Increase Lenders) shall be deemed to have declined an increase. If Lenders fail to commit purchased such Loans, in each case to the full requested increaseextent necessary so that all of the Lenders participate in each outstanding borrowing of Loans pro rata on the basis of their respective Commitment (after giving effect to any Commitment Amount Increase pursuant to this Section 1.15); it being understood and agreed that the minimum borrowing, Eligible Assignees may issue additional pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. It shall be a condition to such effectiveness that the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and become Lenders hereunder. documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase pursuant to Section 12.15 and arrangement fees related thereto as agreed between Administrative Agent and the Borrower Agent in that certain fee letter dated March 14, 2018. Notwithstanding anything herein to the contrary, no Lender shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) have any obligation to increase its Commitment and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments no Lender’s Commitment shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowerswithout its consent thereto, and new each Lender may at its option, unconditionally and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests without cause, decline to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseits Commitment.

Increase in Commitments. Borrowers Subject to the conditions set forth below in this Section, at any time on or after the expiration of the Term Loan Availability Period, the Borrower shall have the right to increase the Total Commitment Amount, which right may request an be exercised no more than four (4) times during the term of the Loan, by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the Total Commitment Amount shall not exceed $500,000,000. Each such increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall the Total Commitment Amount must be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 (in excess thereof, or such other than requests for amounts as Administrative Agent may approve from time to time. The Administrative Agent, in consultation with the entire remaining amount under Borrower, shall manage all aspects of the aggregate limit set forth syndication of such increase in clause (b) below) and is offered on the same terms as existing Commitments, except for including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a closing fee specified by Borrowersnew Commitment, (b) increases and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Commitments under this Section 2.1.7 do not exceed $25,000,000 is subject to the following conditions precedent: (x) no Default or Event of Default shall exist, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the aggregatecase of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (cin which case such representations and warranties shall have been true and accurate in all material respects on and as of such earlier date (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects)) no more than three and except for changes in factual circumstances specifically and expressly permitted hereunder or the other Loan Documents, and (3z) reductions the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member, or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors (organized in Delaware), and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lender, and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall 2.8 any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if becoming a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders party hereto shall execute and deliver such documents and agreements as the Administrative Agent may reasonably requests to evidence request. Any amendment hereto for such an increase shall only require the increase in signatures of the Administrative Agent, Borrower and allocations each Lender being added or increasing its commitment, provided, however, that if any such amendment additionally amends, supplements, restates or otherwise modifies any other term or provision of Commitments. On this Agreement or the effective date other Loan Documents, such amendment shall also include the signatures of an increaseany additional Lenders (including, if required, the Revolver Usage and other exposures under the Commitments shall be reallocated among Requisite Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase) as required hereunder.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent by adding at least five (5) Business Days prior to this Agreement the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more Eligible Assignees additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that are (i) the aggregate amount of the Commitments shall not be increased by an amount in excess of $250,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already Lenders hereunder qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to issue additional Commitments the extent such representations and become Lenders hereunder warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender Material Adverse Effect, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (bor, if applicable, existing Lender(s)) belowshall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) and is offered if any Eurodollar Loans are outstanding on the same terms as existing Commitmentsdate of such effectiveness, except for a closing fee specified by Borrowers, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof and (bii) increases under this Section 2.1.7 do the Borrower shall not exceed $25,000,000 in have previously terminated any portion of the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 1.12 hereof. The Borrower agrees to pay any reasonable and increases pursuant documented, out-of-pocket expenses of the Administrative Agent relating to this Section 2.1.7any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to the contrary, taken together, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may The Borrower shall have the right to request an increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,500,000,000 less the amount of any voluntary reduction of the Commitments pursuant to Section 2.12. Each such increase in the Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall must be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other than requests Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the entire remaining account of such other Lenders, in same day funds, an amount under equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate limit set forth in clause amount of payments previously made by the other Lenders under Section 2.3.(j) that have not been repaid, plus (bC) below) interest accrued and is offered unpaid to and as of such date on such portion of the same terms outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as existing Commitments, except for a closing fee specified by Borrowers, (b) increases result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section 2.1.7 do is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Parent, the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not exceed $25,000,000 previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the aggregate, (c) no more than three (3) reductions amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall 2.16. any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if becoming a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders party hereto shall execute and deliver such documents and agreements as the Administrative Agent may reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaserequest.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower shall have the right at any time and from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) during the requested period beginning on the Effective Date to but excluding the Revolving Credit Termination Date to request increases in the aggregate amount of the Revolving Commitments, (b) during the period from the Effective Date to but excluding the Termination Date for the 2020 Term Loans, to request the making of additional 2020 Term Loans (the “Additional 2020 Term Loans”), and (c) during the period from the Effective Date to by excluding the Termination Date for the 2022 Term Loans to request the making of additional 2022 Term Loans (the “Additional 2022 Term Loans”; together with the Additional 2020 Term Loans, the “Additional Term Loans”), in each case, by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases of the Revolving Commitments and the making of Additional Term Loans, the aggregate amount of the Revolving Commitments and the aggregate outstanding principal balance of the Term Loans shall not exceed $2,500,000,000 (less the amount of any prepayments of the Term Loans). Each such increase is in a the Revolving Commitments or borrowing of Additional Term Loans must be an aggregate minimum amount of $5,000,000 50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments and/or the making of any Additional Term Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such increase in the Revolving Commitments or making of Additional Term Loans and the allocations of any increase in the Revolving Commitments or making of Additional Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment, to provide a new Revolving Commitment, or to make an Additional Term Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase of the Revolving Commitments or making of Additional Term Loans must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other than requests Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the entire remaining account of such other Revolving Lenders, in same day funds, an amount under equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate limit set forth in clause amount of payments previously made by the other Lenders under Section 2.3.(j) that have not been repaid, plus (bC) below) interest accrued and is offered unpaid to and as of such date on such portion of the same terms outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4. as existing Commitments, except for a closing fee specified by Borrowers, (b) increases result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments or making of Additional Term Loans under this Section 2.1.7 do not exceed $25,000,000 is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase of the Revolving Commitments or making of Additional Term Loans, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the aggregatecase of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of any such increase in the Revolving Commitments or making of Additional Term Loans except to the extent that such representations and warranties expressly relate solely to an earlier date (cin which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true in all respects) no more than three on and as of such earlier date) and except for changes in factual circumstances expressly permitted hereunder, and (3z) reductions the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase of the Revolving Commitments pursuant or Additional Term Loans and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase of the Revolving Commitments or Additional Term Loans; (ii) an opinion of counsel to Section 2.1.4 the Borrower and increases the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii)(A) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and/or (B) a new Term Note of the applicable Class of Term Loans made by such Term Loan Lender executed by the Borrower, payable to such new Term Loan Lenders, and replacement Term Notes of the applicable Class executed by the Borrower payable to such existing Term Loan Lenders making such Additional Term Loans of such Class, in each case, in the aggregate outstanding principal amount of such Term Loan Lender’s Term Loan of the applicable Class at the time of the making of such Additional Term Loans (excluding, in the case of the preceding clauses (A) and (B), any Lender that has requested that it not receive Notes). In connection with any increase in the aggregate amount of the Revolving Commitments or the making of the Additional Term Loans pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes2.16., any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent Lender becoming a party hereto shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a1) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent may reasonably requests request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to evidence the increase in Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and allocations of Commitments. On the effective date of an increaseanti-money laundering rules and regulations, including without limitation, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasePatriot Act.

Increase in Commitments. Borrowers may request At any time following the Agreement Date and prior to the Termination Date the aggregate amount of the Commitments may, at the option of the Borrower, be increased by an increase amount not in excess of $200,000,000, either by new Banks establishing such additional Commitments from time to time upon notice to Administrative Agent or by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more then-existing Lenders to increase Banks increasing their respective Commitments (but no existing Lender shall be required toeach such increase by either means, a "Commitment Increase," and each such new Bank or have any obligation toBank increasing its Commitment, increase its Commitmentsan "Additional Commitment Bank"), as long as ; provided that (a) each Additional Commitment Bank shall be reasonably acceptable to the requested increase is in a minimum amount of $5,000,000 (other than requests for Administrative Agent and the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by BorrowersIssuing Bank, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in no Default shall exist immediately prior to or after the aggregateeffective date of such Commitment Increase, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, each such Commitment Increase shall be made, in an amount not less than $10,000,000 and multiples of $5,000,000 in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may beexcess thereof, (d) no Event such Commitment Increase shall become effective unless and until the Borrower, the Administrative Agent, the Issuing Bank and the Additional Commitment Banks shall have executed and delivered an agreement substantially in the form of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect theretoSchedule 1.09 (a "Commitment Increase Supplement"), and (ed) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitmentsthe Total Commitments shall not exceed $200,000,000. On the effective date of an increasesuch Commitment Increase, each Additional Commitment Bank shall purchase, for assignment, from each other existing Bank the portion of such other Bank's RC Loans and Letter of Credit Participations outstanding at such time such that, after giving effect to such assignments, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the respective aggregate amount of RC Loans and Letter of Credit Participations of each Bank shall be equal to such increaseBank's pro rata share (based on the total Commitments, as increased pursuant hereto) of the aggregate RC Loans and Letter of Credit Participations outstanding. The purchase price for the RC Loans and Letter of Credit Participations so assigned shall be the principal amount of the RC Loans and unreimbursed Drawings so assigned plus the amount of accrued and unpaid interest thereon on the date of assignment. Upon payment of such purchase price, each other Bank shall be automatically deemed to have sold and made such an assignment to such Additional Commitment Bank and shall, to the extent of the interest assigned, be released from its obligations under this Agreement, and such Additional Commitment Bank shall be automatically deemed to have purchased and assumed such an assignment from each other Bank and, if not already a Bank hereunder, shall be a party hereto and, to the extent of the interest assigned, have the rights and obligations of a Bank under this Agreement.

Increase in Commitments. The Borrowers may request an increase in Commitments from time to time, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by the Company 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 Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as in an amount not less than $25,000,000 and (aiii) each of the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit representations and warranties set forth in clause (b) below) Section 7 and is offered in the other Loan Documents shall be and remain true and correct in all material respects on the same terms as existing Commitmentseffective date of such increase (where not already qualified by materiality, otherwise in all respects), except for a closing fee specified to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (bor, if applicable, existing Lender(s)) increases shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under this Section 2.1.7 do 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not exceed $25,000,000 in have terminated any portion of the aggregate, (c) no more than three (3) reductions in Revolving Credit Commitments pursuant to Section 2.1.4 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and increases pursuant to this Section 2.1.7, taken together, no Lender’s Revolving Credit Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its written consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Revolving Credit Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender The Borrower shall be required to, or have any obligation to, increase its Commitments), as long as the right (a) during the requested period from the Effective Date to but excluding the Revolving Termination Date to request increases in the aggregate amount of the Revolving Commitments and (b) during the period from the Effective Date to but excluding the Term Loan Termination Date to request the making of additional Term Loans (“Additional Term Loans”), in each case, by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases of the Revolving Commitments and the making of the Additional Term Loans, the aggregate amount of the Revolving Commitments and the aggregate outstanding principal balance of Term Loans shall not exceed $2,000,000,000 (less the amount of any reductions of the Revolving Commitments effected pursuant to Section 2.13. and any prepayments of Term Loans). Each such increase is in a the Revolving Commitments or borrowing of Additional Term Loans must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments and the making of any Additional Term Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such increase of the Revolving Commitment or making of Additional Term Loans and the allocations of any increase in the Revolving Commitments or making of Additional Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment, to provide a new Revolving Commitment or to make an Additional Term Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase of the Revolving Commitments or making of Additional Term Loans must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other than requests Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the entire remaining account of such other Revolving Lenders, in same day funds, an amount under equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate limit set forth in clause amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (bC) below) interest accrued and is offered unpaid to and as of such date on such portion of the same terms outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Lenders under Section 4.4. as existing Commitments, except for a closing fee specified by Borrowers, (b) increases result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section 2.1.7 do not exceed $25,000,000 is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase of the Revolving Commitments or making of Additional Term Loans or immediately after giving effect to such increase or the making of such Additional Term Loans, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the aggregatecase of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase of the Revolving Commitments or making of Additional Term Loans except to the extent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of the applicable Loan Party of (A) all corporate or other necessary action taken by the Borrower to authorize such increase of the Revolving Commitments or borrowing of Additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase of the Revolving Commitments or Additional Term Loans; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent, the Issuing Banks and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) except in the case of a Lender that has notified the Administrative Agent in writing that it elects not to receive Notes, (cI) no more than three a new Revolving Note executed by the Borrower, payable to any new Revolving Lenders, and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their respective Revolving Commitments, in each case, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and (3II) reductions a new Term Note made by such Term Loan Lender executed by the Borrower, payable to any new Term Loan Lenders, and replacement Term Notes executed by the Borrower payable to any existing Term Loan Lenders making such Additional Term Loans, in each case, in the aggregate outstanding principal amount of such Term Loan Lender’s Term Loan at the time of the making of such Additional Term Loans. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to Section 2.1.4 and increases or making of Additional Term Loans pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior NotesSection, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent Lender becoming a party hereto shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent (1) execute such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such customary documents and agreements as the Administrative Agent may reasonably requests request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to evidence the increase in Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and allocations of Commitments. On the effective date of an increaseanti-money laundering rules and regulations, including without limitation, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasePatriot Act.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon The Borrower may, by written notice to Administrative Agent by adding at any time after the Restatement Effective Date and prior to this Agreement the Revolving Termination Date, request on one or more Eligible Assignees that are not already Lenders hereunder occasions to issue additional Commitments and become Lenders hereunder or increase the Committed Amount by allowing obtaining one or more Incremental Revolving Loan Commitments, in an aggregate principal amount, for all such increases after the 53 Amended and Restated Revolving Asset Based Loan Agreement Restatement Effective Date taken together, not to exceed $100,000,000, from one or more Incremental Revolving Lenders, which may include any existing Lenders Lender (which shall be entitled to increase agree or decline to participate in its sole discretion) without Lenders’ consent; provided, however, that each Incremental Revolving Lender, if not already a Lender hereunder, shall be subject to the approval of Agent, the Letter of Credit Issuer, and the Swingline Lender, in each case, in their respective Commitments reasonable discretion, which such approval not to be unreasonably withheld, conditioned or delayed. Such notice shall set forth (but no existing Lender i) the amount of the Incremental Revolving Loan Commitment being requested (which shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in minimum increments of $5,000,000 and a minimum amount of $5,000,000 25,000,000), and (other ii) the date on which such Incremental Revolving Loan Commitment is requested to become effective (which shall not be less than requests for 15 days nor more than 60 days after the entire remaining amount under date of such notice); provided that (A) no Commitment of any existing Lender may be increased without the aggregate limit written consent of such Lender, (B) no Default or Event of Default exists immediately before or after giving effect to such increase; (C) the Borrower shall be in compliance with the covenants set forth in clause (b) below) and is offered on the same terms as existing CommitmentsSection 7.12 hereof, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and calculated both immediately before and on a pro forma basis after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (eD) and (f)) of Section 6.2 are satisfied, total Commitments the Facility Parties shall be increased by deliver to the requested amount (Agent on or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On before the effective date of such increase the following documents in a form reasonably acceptable to the Agent: (1) certifications of their corporate or company secretaries with attached resolutions certifying that the Incremental Revolving Loan Commitments have been approved by such Facility Parties, and (2) an increaseopinion of counsel addressed to the Agent and the Lenders addressing the authorization and execution of the Loan Documents by, and enforceability of the Loan Documents against, the Revolver Usage Facility Parties, and other exposures under (E) with respect to an Incremental Revolving Lender that is not an existing Lender, such Incremental Revolving Lender shall have executed and delivered to the Agent a joinder to this Agreement that is reasonably satisfactory to the Agent in form and substance (and upon the effectiveness of such joinder, such Incremental Revolving Lender shall be a “Lender” hereunder for all purposes. All Incremental Revolving Loan Commitments shall be reallocated among Lenders, based on the terms and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and conditions set forth herein for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseRevolving Loans.

Increase in Commitments. Borrowers may (a) At any time after the Effective Date and no more than two times during any calendar year, the Borrower may, by written notice to the Agent (which shall promptly deliver a copy to each of the Banks), request an increase in Commitments at any time or from time to time upon notice to Administrative Agent by adding that the Total Commitments be increased; provided that (i) the aggregate amount of each such increase pursuant to this Agreement one or more Eligible Assignees that are Section shall not already Lenders hereunder to issue additional Commitments be less than $25,000,000 and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum aggregate amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and all such increases pursuant to this Section 2.1.7shall not exceed $250,000,000, taken together(ii) each such request of the Borrower shall be deemed to be an offer to each Bank to increase its Commitment by its Applicable Percentage of the proposed increased amount, and (iii) each Bank, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the Total Commitments and the date on which such increase is requested to become effective. In the event that the Banks shall have agreed to increase their Commitments by an aggregate amount less than the increase in the Total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Bank”), which may include any Bank, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Bank, if not already a Bank hereunder, shall be made, and in no event shall any reduction or increase occur within 6 months subject to the approval of the date of Agent (which approval shall not be unreasonably withheld or delayed). Increases to and new Commitments created pursuant to this paragraph (a) shall become effective upon the execution and delivery by the Borrower, the Agent and any previous reduction Banks (including any Augmenting Banks) agreeing to increase their existing Commitments or increaseextend new Commitments, as the case may be, of an agreement providing for such increased or additional Commitments (da “Commitment Increase Agreement”), subject to the satisfaction of any conditions set forth in such agreement. Notwithstanding the foregoing, no increase in the Total Commitments (or in the Commitment of any Bank) no Event of Default has occurred and is continuing as of shall become effective under this paragraph unless, on the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses Sections 3.02 (ac) and (bd) shall be satisfied (and if as though a Borrowing is to be were being made in connection with on such increase, clauses (d), (edate) and (f)) the Agent shall have received a certificate to that effect dated such date and executed by an authorized officer of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseBorrower.

Increase in Commitments. Borrowers (a) Prior to the Revolving Termination Date, Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy of each to the Lenders), request that the Commitment be increased by an amount not less than $10,000,000 for any such increase; provided (i) that such request for increase may request an be given only once during the term hereof and (ii) that after giving effect to any such increase the sum of the Commitment and the commitments under the Multi- Year Revolving Agreement shall not exceed $200,000,000 minus any amount by which the Commitment and the commitments under the Multi-Year Revolving Agreement shall have been reduced pursuant to SECTION 2.2 and SECTION 2.3 of the Multi-Year Revolving Agreement. Such notice shall set forth the amount of the requested increase in Commitments from time the Commitment and the date on which such increase is requested to time upon notice to Administrative Agent by adding to this Agreement one become effective (which shall be not less than 45 days or more Eligible Assignees that are not already Lenders hereunder than 60 days after the date of such notice), and at Borrower's option, may offer to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders and/or other banks or financial institutions (any such Lender or other bank or other financial institution referred to in this clause (a) being called an "AUGMENTING LENDER") the opportunity to extend credit hereunder or increase their respective Commitments (but existing Committed Sums in an aggregate amount equal to the proposed increase; provided that no existing Lender shall be required to, or have any obligation to, obligated to agree to increase its Commitments)Committed Sum; and provided further that each Augmenting Lender, as long as (a) the requested increase is in if not already a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken togetherLender hereunder, shall be made, and in no event shall any reduction or increase occur within 6 months subject to the approval of the date of any previous reduction or increase, Administrative Agent (which approval shall not be unreasonably withheld) and the Borrower and each Augmenting Lender shall execute all such documentation as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each reasonably specify to evidence its Commitment Percentage and status as a Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitmenthereunder. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to increase in the full requested increase, Eligible Assignees Commitment may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested an amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later which is less than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled requested by Administrative Agent Borrower if necessary, in accordance Borrower is unable to arrange for Augmenting Lenders with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasesufficient Committed Sums.

Increase in Commitments. Borrowers may request an increase in Commitments from time Prior to time the Maturity Date and upon at least 30 days' but no more than 45 days' prior written notice to the Administrative Agent (which notice shall be promptly transmitted by adding the Administrative Agent to this Agreement one or more Eligible Assignees that are not already Lenders hereunder each Lender), the Borrower shall have the one-time right, subject to issue additional Commitments the terms and become Lenders hereunder or by allowing one or more existing Lenders conditions set forth below, to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as the Revolving Loan Commitment; provided that (a) the requested Revolving Loan Commitment may not be increased to an amount greater than Four Hundred Million Dollars ($400,000,000) without the prior written consent of the Required Lenders, (b) no Default or Event of Default shall exist and be continuing either prior to or after giving effect to such increase, (c) such increase is must be in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, 10,000,000 and in no event shall any reduction or increase occur within 6 months integral multiples of the date of any previous reduction or increase, as the case may be$1,000,000 above such amount, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect theretoindividual Lender's Commitment may be increased without such Lender's consent, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements Note(s) as Administrative Agent reasonably requests are necessary to evidence the reflect such increase in the Revolving Loan Commitment, (f) Schedule 1.1 shall be amended to reflect the revised Commitments of the Lenders and allocations (g) if any Loans are outstanding at the time of Commitments. On the effective date of an such increase, the Revolver Usage and other exposures under the Commitments Borrower will prepay (provided that any such prepayment shall be reallocated among subject to Section 4.3) one or more existing Loans in an amount necessary such that after giving effect to such increase in the Revolving Loan Commitment each Lender will hold its pro rata share (based on its share of the revised Revolving Loan Commitment) of outstanding Loans. Any such increase in the Revolving Loan Commitment shall apply, at the option of the Borrower, to (i) the Commitment of one or more existing Lenders, ; provided that any Lender whose Commitment is being increased must consent in writing thereto (such consent to be in such existing Lender's sole discretion) and/or (ii) the creation of a new Commitment to one or more institutions that is not an existing Lender; provided that any such institution (A) must conform to the definition of Eligible Assignee and settled (B) must become a Lender under this Credit Agreement by Administrative Agent if necessary, execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in accordance with Lenders’ adjusted shares of such Commitments a manner acceptable to the Borrower and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseAdministrative Agent.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent by adding at least five (5) Business Days prior to this Agreement the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more Eligible Assignees additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that are (i) the aggregate amount of the Commitments shall not be increased by an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already Lenders hereunder qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to issue additional Commitments the extent such representations and become Lenders hereunder warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender Material Adverse Effect, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (bor, if applicable, existing Lender(s)) belowshall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) and is offered if any Eurodollar Loans are outstanding on the same terms as existing Commitmentsdate of such effectiveness, except for a closing fee specified by Borrowers, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof and (bii) increases under this Section 2.1.7 do the Borrower shall not exceed $25,000,000 in have previously terminated any portion of the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 1.12 hereof. The Borrower agrees to pay any reasonable and increases pursuant documented, out-of-pocket expenses of the Administrative Agent relating to this Section 2.1.7any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to the contrary, taken together, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may (a) The Borrower shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments from time to time upon notice to Administrative Agent (each such requested increase, a “Commitment Increase”), by adding to this Agreement having one or more Eligible Assignees existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder (each, an “Additional Lender”), or by allowing one or more existing Lenders to increase their respective Commitments a combination thereof, provided that (but no existing Lender i) any such request for a Commitment Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 5,000,000, (other than requests for the entire remaining amount under ii) immediately after giving effect to any Commitment Increase, (y) the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do Revolver Commitments shall not exceed $25,000,000 in 150,000,000 and (z) the aggregateaggregate of all Commitment Increases effected shall not exceed Conformed Credit Agreement - Page 58 140760.01015/104831797v.13 Exhibit 10.40 $55,000,000, (ciii) no more Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before executing a commitment with any Person that is not already a Lender, and (vii) Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than three (3) reductions in Commitments pursuant fees payable to Section 2.1.4 the Administrative Agent, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, and increases pursuant to this Section 2.1.7, taken togetherthe Administrative Agent, shall be made, for their own account and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined in an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders andamount, if necessaryany, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date mutually agreed upon by Administrative Agent each such party and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessaryBorrower, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseeach party’s sole discretion.

Increase in Commitments. Borrowers may request an increase in Commitments (i) WPZ shall have the option, without the consent of the Lenders, from time to time upon notice to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent by adding and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more Eligible Assignees that are not already financial institutions as Revolving Lenders hereunder to issue additional Commitments and become Lenders hereunder (collectively, the “New Lenders”) or by allowing one or more existing Revolving Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $4,000,000,000, (but C) no existing Lender Lender’s Commitment shall be required toincreased without such Lender’s consent, or have (D) such increase shall not result in the increase of any obligation toBorrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, increase its Commitments)the Administrative Agent, as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) New Lenders, if any, and is offered on the same terms as existing Lenders increasing their Commitments, except for a closing fee specified by Borrowersif any, (b) increases under this Section 2.1.7 do not exceed $25,000,000 and which shall indicate the amount and allocation of such increase in the aggregate, Aggregate Commitments and the effective date of such increase (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section 2.1.7, taken together, by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be made, a “Revolving Lender” and in no event a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any reduction or increase occur within 6 months additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and each Revolving Lender ratable with such Lender’s revised Applicable Percentage after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the nonratable increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures Aggregate Commitments under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseSection.

Increase in Commitments. Borrowers (a) Provided there exists no Default, upon notice from the Company, on behalf of the Borrowers, to the Administrative Agent (which shall promptly notify the Lenders), the Company, on behalf of the Borrowers, may from time to time, request an increase in the Aggregate Commitments from time by an aggregate amount (for all such requests) not exceeding $50,000,000 to time upon notice be applied pro rata as an increase to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional the Aggregate Revolving Commitments and become Lenders hereunder or by allowing one or more existing Lenders as an increase to the Existing Term Loan Commitments, based upon the relative proportions of (x) the Aggregate Revolving Commitments and (y) the sum of the unfunded portion of the Existing Term Loan Commitments and the outstanding Existing Term Loan (the “Increase Option”), with the portion allocated under clause (y) to be funded in full on the Increase Effective Date; provided that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase their respective Commitments may not exceed $750,000,000, (but no existing Lender ii) any such request for an increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth or any whole multiple of $1,000,000 in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowersexcess thereof, (biii) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than Borrowers may make a maximum of three (3) reductions such requests and (iv) the Maximum Senior Credit Facilities to Collateral Value Ratio shall not be greater than 50.00% after giving effect to any such increase, as evidenced by an updated pro forma Collateral Value Report delivered by the Company to the Administrative Agent. To achieve the full amount of a requested increase, the Administrative Agent, with the consent of the Borrowers (which consent shall not be unreasonably withheld) may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in Commitments pursuant to Section 2.1.4 and increases its Commitment pursuant to this Section 2.1.7, taken together, 2.16 unless it specifically consents to such increase in writing and no additional Eligible Assignee shall be made, and in no event shall any reduction become a Lender unless its Commitment is at least $5,000,000. Any Lender or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits Eligible Assignee agreeing to increase its Commitment. Any Lender not responding within such period shall be deemed Commitment or provide a new Commitment pursuant to have declined an increase. If Lenders fail to commit this Section 2.16 shall, in connection therewith, deliver to the full requested increase, Eligible Assignees may issue additional Commitments Administrative Agent a new commitment agreement in form and become Lenders hereunder. substance satisfactory to the Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseits counsel.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) Upon notice to the requested increase is in Administrative Agent (which shall promptly notify the Lenders), the Borrower may request: additional Term Commitments and/or additional Revolving Credit Commitments (each, a minimum “Commitment Increase”) pursuant to any Commitment Increase and Joinder Agreement; provided that after giving effect to any such addition, the aggregate amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) all additional Term Commitments and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in additional Revolving Credit Commitments pursuant to Section 2.1.4 and increases that have been added pursuant to this Section 2.1.72.16(a) shall not exceed the sum of (i) after the Second Amendment Effective Date, taken together$375,000,000, shall be made, and (ii) (A) in no event shall the case of any reduction or increase occur within 6 months Commitment Increase that effectively extends the maturity of any Tranche of the date existing Term Loans or Revolving Credit Facility, an amount equal to such Term Loan or Revolving Credit Facility replaced with such Commitment Increase and (B) in the case of any previous reduction Commitment Increase that effectively replaces any Revolving Credit Commitment terminated under Section 3.09 or increaseSection 11.01(f), as an amount equal to the case may beportion of the relevant terminated Revolving Credit Commitments, (diii) no Event the amount of Default has occurred and is continuing as any voluntary prepayments of the date Term Loans or any permanent reduction of the request for increase Revolving Credit Commitments (to the extent not financed with the proceeds of long-term Indebtedness) and immediately before and (iv) , (iv) an amount not in excess of an amount such that, after giving effect theretoto the relevant Commitment Increase (A) if such Commitment Increase is secured by a Lien on the Collateral that is pari passu with the Lien securing the Facilities, and (e) the requested increase First Lien Leverage Ratio does not cause the Commitments to exceed any applicable cap under the terms of any indenture3.50:1.00, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.or

Increase in Commitments. Borrowers The Company may request an increase in Commitments from time to time upon at any time, ----------------------- by notice to Administrative Agent the Depositary Bank, propose that the aggregate of the Commitments be increased in excess of the aggregate of the Commitments then in effect (a "Commitment Increase"), effective as of a date prior to the Revolver Expiration Date (the "Increase Date") as to which agreement is to be reached by adding to this Agreement one or more Eligible Assignees an earlier date specified in such notice (the "Commitment Date"); provided, however, that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments -------- ------- (but no existing Lender A) the minimum proposed Commitment Increase per notice shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum an amount of no less than $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers5,000,000, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (dB) no Event of Default has occurred and is continuing and (C) the warranties of the Company in Article VII shall be true and correct in ------- --- all material respects with the same effect as if made on such Increase Date. The Depositary Bank shall notify the Banks thereof promptly upon its receipt of any such notice. If agreement is reached on or prior to the Commitment Date with one or more Banks and Assuming Banks, if any, as to a Commitment Increase (which may be less than specified in the applicable notice from the Company), such agreement to be evidenced by a notice in reasonable detail from the Company to the Depositary Bank on or prior to the Commitment Date, the Assuming Banks, if any, shall become Banks hereunder as of the date Increase Date and the Commitments of such Banks and such Assuming Banks shall become or be, as the case may be, as of the request for increase Increase Date the amounts specified in such notice (and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent Depositary Bank shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit give notice thereof to the full requested increaseBanks (including such Assuming Banks)); provided, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders andhowever, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.that: -------- -------

Increase in Commitments. Borrowers At any time prior to 30 days after the close of the primary syndication as reasonably determined and established by the Administrative Agent, in the event that sufficient commitments are received from banks and other financial institutions (other than Bank of Montreal and Bank of America National Trust and Savings Association (herein, the "Initial Lenders")), such that the Initial Lenders' remaining Commitments, after giving effect to the syndication of the credit facilities provided for herein, are at their desired initial hold levels, and the aggregate Commitments hereunder and commitments under the 364-Day Credit Agreement exceed $250,000,000 (such excess being referred to herein as the "Overage"), then in that event the Administrative Agent shall notify the Company of the Overage, and the Company may request an that the aggregate Commitments hereunder be increased by the lesser of $30,000,000 and 60% of the Overage by offering such increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder banks or other financial institutions (each such bank or financial institution being hereinafter referred to issue additional as an "Additional Lender") selected by the Company and acceptable to the Lead Arrangers, Book Managers, and Syndication Agents and the Administrative Agent. Such increase in the Commitments and become Lenders hereunder or by allowing one or more existing Lenders shall also be subject to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as the satisfaction of the following conditions: (a) the requested each such increase shall be at least $3,000,000 or such greater amount which is in a minimum amount of an integral multiple $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause 1,000,000; (b) below) the Administrative Agent shall have received an acknowledgement agreement providing for such increase in form and is offered on substance satisfactory to it executed by the same terms as existing CommitmentsCompany, except for a closing fee specified by Borrowersthe Administrative Agent, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in and the aggregate, relevant Additional Lender; and (c) no more than three (3) reductions the Administrative Agent shall have received a Note duly executed by the Company in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months favor of the date relevant Additional Lender. Upon the satisfaction of any previous reduction or increasesuch conditions, as the case may be, (d) no Event of Default has occurred and is continuing effective as of the date set forth above in such acknowledgement agreement, each such Additional Lender shall thereafter be a "Lender" party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Lender hereunder and subject to the obligations of a Lender hereunder to the extent of its Commitment and Exhibit A shall be deemed amended reflecting the increase in the aggregate Commitments caused by the inclusion of the request for increase Commitment of the Additional Lender. Concurrently with the effectiveness of such increase, each Additional Lender shall fund its percentage of the outstanding Loans and immediately before and overdue reimbursement obligations with respect to Letters of Credit, if any, to the Administrative Agent so that after giving effect theretothereto each Lender, and including the Additional Lender, holds a pro rata share (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares its Commitment percentage) of such Commitments the outstanding Loans and credit risks with respect to Letters of Credit and the total Commitments under, and for Company shall pay to each Lender all purposes of, this Agreement shall be increased by amounts due under Section 3.6 hereof as a result of any prepayment of any outstanding LIBOR Portions of the aggregate amount of such increaseLoans.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent by adding at least five (5) Business Days prior to this Agreement the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more Eligible Assignees additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that are (i) the aggregate amount of the Commitments shall not be increased by an amount in excess of $70,000,000, (ii) any Commitment Amount Increase shall be in an amount of not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects where not already Lenders hereunder qualified by materiality or Material Adverse Effect, otherwise in all respects at the time of such request and on the effective date of such Commitment Amount Increase (except to issue additional Commitments the extent such representations and become Lenders hereunder warranties relate to an earlier date, in which case they are true and correct in all material respects where not already qualified by materiality or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender Material Adverse Effect, otherwise in all respects as of such date). The effective date of the Commitment Amount Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (bor, if applicable, existing Lender(s)) belowshall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) and is offered if any Eurodollar Loans are outstanding on the same terms as existing Commitmentsdate of such effectiveness, except for a closing fee specified by Borrowers, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof and (bii) increases under this Section 2.1.7 do the Borrower shall not exceed $25,000,000 in have previously terminated any portion of the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 1.12 hereof. The Borrower agrees to pay any reasonable and increases pursuant documented, out-of-pocket expenses of the Administrative Agent relating to this Section 2.1.7any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to the contrary, taken together, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may At any time the Borrower may, on the terms set forth below, request an increase in that the Aggregate Commitments from hereunder be increased; provided, that (i) the Aggregate Commitments hereunder at no time to shall exceed $750,000,000, (ii) the Combined Commitments at no time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments shall exceed $1,500,000,000, (but no existing Lender iii) each such request shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of at least $10,000,000 and in increments of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowersexcess thereof, (biv) increases an increase in the Aggregate Commitments hereunder may only be made at a time when no Default or Event of Default shall have occurred and be continuing, and (v) no Lender’s Commitment shall be increased under this Section 2.1.7 do not exceed $25,000,000 2.16 without its consent. In the event of such a requested increase in the aggregateAggregate Commitment, any financial institution which the Borrower invites to become a Lender or to increase its Commitment may set the amount of its Commitment at a level agreed to by the Borrower; provided that if such financial institution is not an existing Lender, (cx) no more than three the Administrative Agent shall have consented (3such consent not to be unreasonably withheld) reductions in Commitments to such financial institution’s becoming a Lender if such consent would be required under Section 10.06(b) for an assignment of Loans to such Person and (y) such financial institution shall not be any Person prohibited from taking an assignment of Loans pursuant to Section 2.1.4 10.06(b)(v). In the event that the Borrower and increases pursuant one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitments (i) the Borrower, the Administrative Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment shall enter into an amendment to this Section 2.1.7Agreement setting forth the amounts of the Commitments, taken togetheras so increased, providing that the financial institutions extending new Commitments shall be madeLenders for all purposes under this Agreement, and in no event setting forth such additional provisions as the Administrative Agent shall consider reasonably appropriate to effectuate the provisions of this Section 2.16 and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or increasing its Commitment. No such amendment shall require the approval or consent of any reduction or increase occur within 6 months Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Administrative Agent may reasonably specify upon the request of the date financial institutions that are extending new Commitments (including, without limitation, the Administrative Agent administering the reallocation of any previous reduction or increase, as outstanding Loans ratably among the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and Lenders after giving effect theretoto each such increase in the Aggregate Commitments, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms delivery of any indenturecertificates, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), evidence of corporate authority and any Refinancing Debt in respect legal opinions on behalf of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (dBorrower), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasedeemed to be amended accordingly.

Increase in Commitments. The Borrowers may request an increase in Commitments from time to time, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by the Company 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 Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional exceed $1,700,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as in an amount not less than $25,000,000 and (aiii) each of the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit representations and warranties set forth in clause (b) below) Section 7 and is offered in the other Loan Documents shall be and remain true and correct in all material respects on the same terms as existing Commitmentseffective date of such increase (where not already qualified by materiality, otherwise in all respects), except for a closing fee specified to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (bor, if applicable, existing Lender(s)) increases shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans or SOFR Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under this Section 2.1.7 do 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not exceed $25,000,000 in have terminated any portion of the aggregate, (c) no more than three (3) reductions in Revolving Credit Commitments pursuant to Section 2.1.4 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and increases pursuant to this Section 2.1.7, taken together, no Lender’s Revolving Credit Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its written consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Revolving Credit Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may (a)The Borrower shall have the right, at any time prior to the date that is one hundred eightythirty (18030) days prior to the Commitment Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments from time to time upon notice to Administrative Agent (each such requested increase, a “Commitment Increase”), by adding to this Agreement having one or more Eligible Assignees existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder (each, an “Additional Lender”), or by allowing one or more existing Lenders to increase their respective Commitments a combination thereof, provided that (but no existing Lender i) any such request for a Commitment Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 10,000,000, or such lesser amount as the Administrative Agent may reasonably agree, (other than requests for the entire remaining amount under ii) immediately after giving effect to any Commitment Increase, the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do Revolver Commitments shall not exceed $25,000,000 in 800,000,0001,200,000,000, and (iii) no Default or Event of Default shall have occurred and be continuing on the aggregateapplicable Commitment Increase Date or shall result from any Commitment Increase, (civ) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V and (v) no. No consent of any Lender to such Commitment Increase shall be required and no more Lender shall be obligated to participate as a Lender in such Commitment Increase. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than three (3) reductions fees payable under any letter agreement with the Administrative Agent or under any other letter agreement with a Lender acting as an arranger approved by the Administrative Agent, which shall be paid in Commitments pursuant accordance with their terms, any fees paid by the Borrower for a Commitment Increase to Section 2.1.4 and increases pursuant to this Section 2.1.7an Increasing Lender, taken togetheran Additional Lender, the Administrative Agent or any Lender, as arranger, shall be made, for their own account and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined in an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders andamount, if necessaryany, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date mutually agreed upon by Administrative Agent each such party and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessaryBorrower, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseeach party’s sole discretion.

Increase in Commitments. Borrowers (a) The Borrower may request an increase in Commitments from time to time upon by written notice to Administrative Agent by adding elect to this Agreement one or more Eligible Assignees that are not already Lenders hereunder request, prior to issue additional Commitments and become Lenders hereunder or by allowing one or more the Maturityat any time following the Amendment No. 6 Effective Date, an increase to the existing Lenders to increase their respective Commitments (but no existing any such increase, the “New Commitments”) by an amount not in excess of U.S.$85,000,00050,000,000 in the aggregate. Such New Commitments shall not be less than U.S.$10,000,000 individually (or such lesser amount which shall be approved by Administrative Agent), and shall be in integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than (10) Business Days after the date on which such notice is delivered to Administrative Agent, and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Lender”) to whom the Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations; provided any Lender approached to provide all or a portion of the New Commitments, may elect or decline, in its sole discretion, to provide a New Commitment; provided, further, that any New Lender shall be required to, or have any obligation to, increase its Commitments), acceptable to the Administrative Agent. Such New Commitments shall become effective as long as of such Increased Amount Date; provided that (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c1) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction Default or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and shall exist on such Increased Amount Date immediately before prior to or after giving effect to such New Commitments; (2) both immediately prior to and after giving effect thereto, and (e) the requested increase does not cause the to such New Commitments to exceed any applicable cap under the terms each of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses Section 4.02 shall be satisfied; (a3) the Borrower shall be in compliance with the financial covenants set forth in Section 7.11 both as of the last day of the most recently ended fiscal quarter and immediately after giving effect to such New Commitments; (4) the New Commitments shall be effected pursuant to one or more joinder agreements substantially in the form of Exhibit G (a “Joinder Agreement”) executed and delivered by the Borrower, the New Lender and Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 3.01; and (b5) (and if a Borrowing is the Borrower shall deliver or cause to be made delivered any legal opinions or other documents of the type specified in Section 4.01 reasonably requested by Administrative Agent in connection with any such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseNew Commitment.

Increase in Commitments. Borrowers The Borrower shall have the right to request, on or after October 8, 2020, up to two increases in the aggregate amount of the Commitments by up to Twenty Five Million Dollars ($25,000,000). The Administrative Agent, in consultation with the Borrowers, shall manage all aspects of the syndication of such increases in the Commitments, which may request only be provided by an increase existing Lender, and the allocations of the increases in the Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more among such existing Lenders to increase their respective Commitments (but no existing Lenders. No Lender shall be required to, or have obligated in any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits way whatsoever to increase its Commitment. Any If any existing Lender not responding within is increasing its Commitment, such period Lender shall be deemed to have declined an increase. If on the date it increases its Commitment (and as a condition thereto) purchase from the other Lenders fail to commit its Pro Rata Share (determined with respect to the full requested increase, Eligible Assignees may issue additional Lenders’ relative Commitments and become Lenders hereunder. after giving effect to the increase of Commitments) of any outstanding principal of the Loans, by making available to the Administrative Agent and Borrower Agent shall determine for the allocation account of such other Lenders, in same day funds, an amount equal to the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses sum of: (a) and the portion of the outstanding principal amount of the Loan to be purchased by such Lender; plus (b) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of the Loan. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent (and if a Borrowing is to be made in connection together with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon any other conditions precedent imposed by Administrative Agent and the Lenders in their sole and absolute discretion): (i) no Default or Event of Default shall be in existence on the effective date of such increase; (ii) the Administrative Agent shall have consented to the increase in the Commitments in its sole and absolute discretion; (iii) the representations and warranties made or deemed made by the Borrower Agentand any other Loan Party in any Loan Document shall be true and correct in all material respects (except in the case of a representation or warranty qualified by Loan Number: 1019791 materiality, but no later than 45 days following Borrowers’ increase request. in which case such representation and warranty shall be true and correct in all respects) except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case, such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; (iv) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (A) such agreements, Borrowersamendments, promissory notes, documents, certificates and new and existing Lenders shall execute and deliver such documents and agreements instruments as the Administrative Agent shall reasonably requests require to evidence the increase in the Commitments; (B) an acknowledgement and allocations ratification by each Guarantor of Commitments. On its obligations under the Guaranty and the Security Documents substantially in the form of Annex A attached hereto; (C) if reasonably requested by the Administrative Agent, an opinion of counsel to the Borrower and each Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (D) if available and reasonably requested by the Administrative Agent, endorsements to the title policies issued by the Title Company dating down the effective date of an increase, the Revolver Usage such title policies and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by increasing the aggregate insured amount of such increasetitle policies by the amount of such increase in the Commitments.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent by adding at least five (5) Business Days prior to this Agreement the desired effective date of such increase (each such increase, a “Commitment Amount Increase”) identifying one or more Eligible Assignees additional Lenders (or additional Commitments provided by existing Lender(s) or by a combination of existing Lenders and additional Lenders (each such Lender providing (or increasing) its Commitment pursuant to any Commitment Amount Increase, a “Commitment Amount Increase Lender”)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that are (i) the aggregate amount of the Commitments shall not be increased by an amount in excess of $375,000,000 (it being understood and agreed that the Commitments have previously been increased by $125,000,000, thus reducing the availability of increased Commitments from $500,000,000 to $375,000,000), (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of such Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already Lenders qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of a Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness of any Commitment Amount Increase, (i) each Lender hereunder immediately prior to issue additional Commitments the effectiveness of such Commitment Amount Increase will automatically and become Lenders without further act be deemed to have assigned to each relevant Commitment Amount Increase Lender, and each relevant Commitment Amount Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder or by allowing one or more existing Lenders in outstanding Letters of Credit and Swing Loans, if applicable, such that, after giving effect to increase each deemed assignment and assumption of participations, all of the Lenders’ (including each Commitment Amount Increase Lender) (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Loans shall be held on a pro rata basis on the basis of their respective Commitments (but no existing Lender shall be required to, or have after giving effect to any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d1.15) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (eii) each Lender hereunder immediately prior to the requested increase does not cause effectiveness of such Commitment Amount Increase will automatically and without further act be deemed to have assigned Loans to the Commitments to exceed any applicable cap under other Lenders (including the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(gCommitment Amount Increase Lenders), and any Refinancing Debt in respect of such other Lenders (including the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period Commitment Amount Increase Lenders) shall be deemed to have declined an increase. If Lenders fail to commit purchased such Loans, in each case to the full requested increaseextent necessary so that all of the Lenders participate in each outstanding borrowing of Loans pro rata on the basis of their respective Commitment (after giving effect to any Commitment Amount Increase pursuant to this Section 1.15); it being understood and agreed that the minimum borrowing, Eligible Assignees may issue additional pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. It shall be a condition to such effectiveness that the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and become Lenders hereunder. documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase pursuant to Section 12.15 and arrangement fees related thereto as agreed between Administrative Agent and the Borrower Agent in that certain fee letter dated March 14, 2018. Notwithstanding anything herein to the contrary, no Lender shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) have any obligation to increase its Commitment and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments no Lender’s Commitment shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowerswithout its consent thereto, and new each Lender may at its option, unconditionally and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests without cause, decline to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseits Commitment.

Increase in Commitments. Borrowers may request an increase in Commitments (i) The Borrower shall have the option, without the consent of the Lenders, from time to time upon notice to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent by adding and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more Eligible Assignees that are not already financial institutions as Revolving Lenders hereunder to issue additional Commitments and become Lenders hereunder (collectively, the “New Lenders”) or by allowing one or more existing Revolving Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,000,000,000, (but C) no existing Lender Lender’s Commitment shall be required toincreased without such Lender’s consent, or have any obligation toand (D) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by the Borrower, increase its Commitments)the Administrative Agent, as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) New Lenders, if any, and is offered on the same terms as existing Lenders increasing their Commitments, except for a closing fee specified by Borrowersif any, (b) increases under this Section 2.1.7 do not exceed $25,000,000 and which shall indicate the amount and allocation of such increase in the aggregate, Aggregate Commitments and the effective date of such increase (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section 2.1.7, taken together, by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be made, a “Revolving Lender” and in no event a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any reduction or increase occur within 6 months additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and each Revolving Lender ratable with such Lender’s revised Applicable Percentage after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the nonratable increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures Aggregate Commitments under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseSection.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the date that is six (6) months prior to the Scheduled Termination Date, increase the aggregate amount of the Commitments by delivering a request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent by adding (a “Commitment Amount Increase Request”) at least five (5) Business Days prior to this Agreement one or more the desired effective date of such increase (the “Commitment Amount Increase”). Such Commitment Amount Increase Request shall identify the requested additional Commitments from existing Lender(s), Eligible Assignees that are not already proposed as new Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more a combination of existing Lenders to increase their respective Commitments and Eligible Assignees proposed as new Lenders (but no existing Lender the “Increasing Lenders”). Any Commitment Amount Increase shall be required to, or have any obligation to, increase its Commitments), as long as subject to the following conditions: (ai) the requested increase is in a minimum Commitments shall not be increased to an amount of greater than $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 250,000,000390,000,000 in the aggregate, (cii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction Default or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has shall have occurred and is be continuing as of on the date of the Commitment Amount Increase Request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request for increase and immediately before on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the related Commitment Amount Increase Request. Upon the effectiveness thereof, the Increasing Lenders shall advance Loans in an amount sufficient such that after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, its advance each Lender shall notify Administrative Agent have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that if and to what extent any Eurodollar Loans are outstanding on the date of such Lender commits to increase its Commitment. Any Lender not responding within effectiveness, such period Eurodollar Loans shall be deemed to have declined an increase. If Lenders fail to commit be prepaid on such date and the Borrower shall pay any amounts owing to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is pursuant to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.1.11

Increase in Commitments. Borrowers may (a) The Borrower shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, Swingline Lender and the Joint Lead Arrangers, to request an increase in the aggregate Revolver Commitments from time to time upon notice to Administrative Agent (each such requested increase, a “Commitment Increase”), by adding to this Agreement having one or more Eligible Assignees existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder (each, an “Additional Lender”), or by allowing one or more existing Lenders to increase their respective Commitments a combination thereof, provided that (but no existing Lender i) any such request for a Commitment Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 5,000,000, (other than requests for the entire remaining amount under ii) immediately after giving effect to any Commitment Increase, (y) the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do Revolver Commitments shall not exceed $25,000,000 in 215,000,000 and (z) the aggregateaggregate of all Commitment Increases effected shall not exceed $50,000,000, (ciii) no more Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, and (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Domestic Business Days before executing a commitment with any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Domestic Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than three (3) reductions fees payable under the Administrative Agent’s Letter Agreement and the Joint Lead Arranger’s Letter Agreement, which shall be paid in Commitments pursuant accordance with their terms, any fees paid by the Borrower for a Commitment Increase to Section 2.1.4 an Increasing Lender, an Additional Lender, the Administrative Agent or BB&T and increases pursuant to this Section 2.1.7Fifth Third Bank, taken togetheras joint lead arrangers, shall be made, for their own account and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined in an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders andamount, if necessaryany, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date mutually agreed upon by Administrative Agent each such party and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessaryBorrower, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseeach party’s sole discretion.

Increase in Commitments. Borrowers may request an increase in Commitments Furniture Brands may, from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders time, at its option, seek to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum Total Commitment by up to an aggregate amount of $5,000,000 200,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth resulting in clause (ba maximum Total Commitment of $600,000,000) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than upon at least three (3) reductions in Commitments pursuant Business Days' prior written notice to Section 2.1.4 the Administrative Agent, which notice shall specify the amount of any such increase and increases pursuant to this Section 2.1.7, taken together, shall be made, and in delivered at a time when no event shall any reduction Default or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as continuing. After delivery of such notice, the date Administrative Agent or Furniture Brands, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the Total Commitment on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and Furniture Brands. No increase in the Total Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the request for increase obligations and immediately before rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, and (e) all credit exposure hereunder is held ratably by the requested increase does not cause the Commitments Lenders in proportion to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its their respective Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit Assignments pursuant to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent preceding sentence shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such increase, clauses (d), (e) and (f)) assignments. Any such increase of Section 6.2 are satisfied, total Commitments the Total Commitment shall be increased subject to receipt by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such other documents and agreements as the Administrative Agent may reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaserequest.

Increase in Commitments. Borrowers may (a) At any time on or after the Restatement Effective Date, the Borrower may, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders), request an increase in Commitments at any time or from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional the total Revolving-2 Advance Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments be increased; provided that (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (ai) the requested increase is in a minimum aggregate amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and all such increases pursuant to this Section 2.1.7shall not exceed $500,000,000, taken together, (ii) the Borrower shall be made, and in no event shall any reduction or offer each Revolving-2 Lender the opportunity to increase occur within 6 months its Revolving-2 Advance Commitment by its Revolving Percentage of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect theretoproposed increased amount, and (eiii) the requested each Revolving-2 Lender, in its sole discretion, may either (A) agree to increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement its Revolving-2 Advance Commitment by all or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect a portion of the foregoingoffered amount or (B) decline to increase its Revolving-2 Advance Commitment. Administrative Agent Any such notice shall promptly notify Lenders set forth the amount of the requested increase andin the Revolving-2 Advance Commitment and the date on which such increase is requested to become effective. In the event that the Revolving-2 Lenders shall have agreed to increase their Revolving-2 Advance Commitment by an aggregate amount less than the increase in the total Revolving-2 Advance Commitment requested by the Borrower, within 10 Business Days thereafterthe Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to provide a Revolving-2 Advance Commitment or increase its existing Revolving-2 Advance Commitment in an aggregate amount equal to the unsubscribed amount; provided that each Lender and Augmenting Lender, if not already a Revolving Lender hereunder, shall be an Eligible Assignee and subject to the approval of the Swingline Lender, each Lender LC Bank, the Agent and the Borrower (which approvals, in each case, shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitmentnot be unreasonably withheld or delayed). Any Lender not responding within such period additional Revolving-2 Advance Commitments shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments “Incremental Revolving Commitment” and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasethereof agreed to be provided by the applicable Revolving-2 Lenders or Augmenting Lenders shall be the “Incremental Revolving Advance Commitment Amount.”

Increase in Commitments. Borrowers may The Borrower shall have the right exercisable four times to request an increases in the aggregate amount of the Commitments following the Agreement Date by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $200,000,000. Each such increase in the Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall must be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a an aggregate minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth 20,000,000 and integral multiples of $500,000 in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoingexcess thereof. The Administrative Agent shall promptly notify Lenders each Lender of any such request. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the requested syndication of such increase andin the Commitments, within 10 Business Days thereafterincluding selecting from among the existing Lenders and/or other banks, financial institutions and other institutional lenders those to be approached with respect to such increase and making the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, subject to the Borrower’s approval (not to be unreasonably withheld or delayed). No Lender shall notify Administrative Agent if and to what extent such Lender commits be obligated in any way whatsoever to increase its Commitment. Any If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans and the aggregate amount of payments previously made by the Lenders under Section 2.3.(j) and not responding within reimbursed by the Borrower, by making available to the Administrative Agent for the account of such period other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of Revolving Loans and such payments to be purchased by such Lender, plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be deemed in existence on the effective date of such increase or (y) any Continuing Representation is not true or correct on the effective date of such increase (or would not be true after giving effect to have declined an such increase). If Lenders fail the Borrower requests an increase in the Commitments but it is not effected because the conditions to commit to such increase are not satisfied, the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunderrequest will not count against the Borrower’s four-time limit on such requests. Administrative Agent and Borrower Agent shall determine In connection with any increase in the allocation aggregate amount of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses pursuant to this Section (a) and (b) (and if any Lender becoming a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders party hereto shall execute and deliver such documents and agreements as the Administrative Agent may reasonably requests to evidence request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseCommitments.

Increase in Commitments. Borrowers Subject to Section 8.18, the Company may request that the Combined Commitments hereunder be increased in an amount up to $15,000,000 in the aggregate (such that the Combined Commitments hereunder shall be an amount not in excess of $245,000,000) by offering such increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees banks or other financial institutions (each such bank or financial institution being hereinafter referred to as an "Additional Bank") selected by the Company and acceptable to the Arranger and the Agent. Notwithstanding anything herein to the contrary, the Company may further request that are not already Lenders the Combined Commitments hereunder to issue be further increased by an additional $10,000,000 in the aggregate (such that the Combined Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitmentsan amount not in excess of $255,000,000), as so long as the Company obtains the prior consent of the Agent and each of the Banks. Such increase in the Commitments shall also be subject to the satisfaction of the following conditions: (a) the requested each such increase shall be at least $10,000,000 or such greater amount which is in a minimum amount an integral multiple of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause 1,000,000; (b) below) the Agent shall have received an acknowledgment agreement providing for such increase in form and is offered on substance satisfactory to it executed by the same terms as existing CommitmentsCompany, except for a closing fee specified by Borrowersthe Agent, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in and the aggregaterelevant Additional Bank, and (c) no more than three (3) reductions the Agent shall have received a Note duly executed by the Company in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months favor of the date relevant Additional Bank. Upon the satisfaction of any previous reduction or increasesuch conditions, as the case may be, (d) no Event of Default has occurred and is continuing effective as of the date set forth above in such acknowledgment agreement, each such Additional Bank shall thereafter be a "Bank" party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Bank hereunder and subject to the obligations of a Bank hereunder to the extent of its Commitment and Schedule 2.01 shall be deemed amended reflecting the increase in the aggregate Commitments caused by the inclusion of the request for increase Commitment of the Additional Bank. Concurrently with the effectiveness of such increase, each Additional Bank shall fund its percentage of the outstanding Loans and immediately before and overdue reimbursement obligations with respect to Letters of Credit, if any, to the Agent so that after giving effect theretothereto each Bank, and including the Additional Bank, holds a Pro Rata Share (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares its Commitment percentage) of such Commitments the outstanding Loans and credit risks with respect to Letters of Credit, and the total Commitments under, and for Company shall pay to each Bank all purposes of, this Agreement shall be increased by the aggregate amount amounts due under Section 4.04 hereof as a result of such increaseany prepayment of any outstanding Offshore Rate Loan.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Banks), request that the total Commitments be increased by an amount not less than $25,000,000 for any such increase and not greater than $250,000,000 minus the aggregate amount of prior or simultaneous increases of the Commitments under this Agreement and the Multi-Year Agreement. Such notice shall set forth the amount of the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, total Commitments and the date on which such increase is requested to become effective (c) no which shall be not less than 45 days or more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of 60 days after the date of any previous reduction or increasesuch notice), as and shall offer each Bank the case may beopportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Bank shall, (d) no Event of Default has occurred by notice to the Borrower and is continuing as of the Administrative Agent given not more than 20 days after the date of the request for increase and immediately before and after giving effect theretoBorrower's notice, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits either agree to increase its Commitment. Any Lender Commitment by all or a portion of the offered amount (each Bank so agreeing being an "INCREASING BANK") or decline to increase its Commitment (and any Bank that does not responding deliver such a notice within such period of 20 days shall be deemed to have declined an increaseto increase its Commitment) (each Bank so declining or deemed to have declined being a "NON-INCREASING BANK"). If Lenders fail to commit In the event that, on the 20th day after the Borrower shall have delivered a notice pursuant to the full first sentence of this paragraph, the Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this paragraph (a) being called an "AUGMENTING BANK"), which may include any Bank, to extend Commitments or increase its existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Bank, if not already a Bank hereunder, shall be -------- subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and each Augmenting Bank shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Bank hereunder. Increases and new Commitments created pursuant to this paragraph (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Bank) shall become effective under this paragraph unless, (i) on the date of such increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses paragraphs (ab) and (bc) of Section 3.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (and if a Borrowing is to be made in connection ii) the Administrative Agent shall have received (with such increase, sufficient copies for each of the Banks) documents consistent with those delivered under clauses (d), (eb) and (f)c) of Section 6.2 are satisfied, total Commitments shall be increased by 3.01 as to the requested amount (or at corporate power and authority of the Borrower Agent’s election, such lesser amount committed by existing Lenders to borrow hereunder and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations enforceability of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of after giving effect to such increase.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender The Borrower shall be required to, or have any obligation to, increase its Commitments), as long as the right (a) during the period from the Effective Date to but excluding the Revolving Termination Date, to request increases in the aggregate amount of the Revolving Commitments and (b) during the period from the Effective Date to but excluding the Term Loan Maturity Date, to request the making of additional Term Loans, in each case, by providing written notice thereof to the Administrative Agent, which notice shall specify the Class and amount of Loans requested and shall be irrevocable once given; provided, however, that after giving effect to any such Revolving Commitment increases or additional Term Loans the aggregate amount of the Revolving Commitments and the aggregate outstanding principal balance of the Term Loans shall not exceed $1,200,000,000 (less the amount of any reductions of the Revolving Commitments effected pursuant to Section 2.12 and any prepayments of Term Loans, in each case, prior to such date). Additional Term Loans shall be subject to the same terms and conditions of this Agreement that are applicable to all other Term Loans. Each such increase is in a the Revolving Commitments or additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with and with the consent of the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments or additional Term Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or additional Term Loans and the allocations of the increase in the Revolving Commitments and/or Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, provide a new Commitment or provide Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Revolving Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other than requests Lenders its Revolving Commitment Percentage (determined with respect to the Revolving Lenders’ relative Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the entire remaining account of such other Revolving Lenders, in immediately available funds, an amount under equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Revolving Lender, plus (B) the aggregate limit set forth in clause amount of payments previously made by the other Revolving Lenders under Section 2.3.(j) that have not been repaid, plus (bC) below) interest accrued and is offered unpaid to and as of such date on such portion of the same terms outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as existing Commitments, except for a closing fee specified by Borrowers, (b) increases result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments or the making of additional Term Loans under this Section 2.1.7 do is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and accurate in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of such earlier date) and except for changes in factual circumstances not exceed $25,000,000 prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership or other necessary action taken by the Parent and the Borrower to authorize such increase or additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase or additional Term Loans; (ii) an opinion of counsel to the Parent, the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments or making additional Term Loans, in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction amount of such Lender’s Commitment or increase occur within 6 months of the date of any previous reduction or increaseTerm Loans, as the case may be, (d) no Event of Default has occurred and is continuing as at the time of the date effectiveness of the request for applicable increase and immediately before and after giving effect thereto, and (e) in the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect aggregate amount of the foregoing. Administrative Agent shall promptly notify Lenders Revolving Commitments or the making of the requested additional Term Loans. In connection with any increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to in the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation aggregate amount of the increased Revolving Commitments among committing Lenders and, if necessary, Eligible Assigneesor making of additional Term Loans pursuant to this Section 2.16. Provided the conditions set forth in clauses any Lender becoming a party hereto shall (a1) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent may reasonably requests request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to evidence the increase in Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and allocations of Commitments. On the effective date of an increaseAnti-Money Laundering Laws, including, without limitation, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasePatriot Act.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent by adding at least five (5) Business Days prior to this Agreement the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more Eligible Assignees additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that are (i) the aggregate amount of the Commitments shall not be incurred to an amount in excess of $125,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already Lenders hereunder qualified by materiality, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to issue additional Commitments the extent such representations and become Lenders hereunder or warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender materiality, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (bor, if applicable, existing Lender(s)) belowshall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) and is offered if any Eurodollar Loans are outstanding on the same terms as existing Commitmentsdate of such effectiveness, except for a closing fee specified by Borrowers, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.10 hereof and (bii) increases under this Section 2.1.7 do the Borrower shall not exceed $25,000,000 in have terminated any portion of the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 1.11 hereof. The Borrower agrees to pay any reasonable and increases pursuant documented, out-of-pocket expenses of the Administrative Agent relating to this Section 2.1.7any Commitment Amount Increase and, taken togethersolely to the extent agreed upon in writing between Administrative Agent and the Borrower (it being acknowledged that Borrower shall have no obligation to enter into any such agreement), any arrangement fees related thereto. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent by adding at least five (5) Business Days prior to this Agreement the desired effective date of such increase (each such increase, a “Commitment Amount Increase”) identifying one or more Eligible Assignees additional Lenders (or additional Commitments provided by existing Lender(s) or by a combination of existing Lenders and additional Lenders (each such Lender providing (or increasing) its Commitment pursuant to any Commitment Amount Increase, a “Commitment Amount Increase Lender”)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that are (i) the aggregate amount of increases in the Commitments from and after the Closing Date shall not exceed $435,000,000, and the aggregate Commitments after all such increases shall not exceed $1,250,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of such Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already Lenders qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of a Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness of any Commitment Amount Increase, (i) each Lender hereunder immediately prior to issue additional Commitments the effectiveness of such Commitment Amount Increase will automatically and become Lenders without further act be deemed to have assigned to each relevant Commitment Amount Increase Lender, and each relevant Commitment Amount Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Xxxxxx’s participations hereunder or by allowing one or more existing Lenders in outstanding Letters of Credit and Swing Loans, if applicable, such that, after giving effect to increase each deemed assignment and assumption of participations, all of the Lenders’ (including each Commitment Amount Increase Lender) (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Loans shall be held on a pro rata basis on the basis of their respective Commitments (but no existing Lender shall be required to, or have after giving effect to any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d1.15) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (eii) each Lender hereunder immediately prior to the requested increase does not cause effectiveness of such Commitment Amount Increase will automatically and without further act be deemed to have assigned Loans to the Commitments to exceed any applicable cap under other Lenders (including the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(gCommitment Amount Increase Lenders), and any Refinancing Debt in respect of such other Lenders (including the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period Commitment Amount Increase Lenders) shall be deemed to have declined an increase. If Lenders fail to commit purchased such Loans, in each case to the full requested increaseextent necessary so that all of the Lenders participate in each outstanding borrowing of Loans pro rata on the basis of their respective Commitment (after giving effect to any Commitment Amount Increase pursuant to this Section 1.15); it being understood and agreed that the minimum borrowing, Eligible Assignees may issue additional pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. It shall be a condition to such effectiveness that the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and become Lenders hereunder. documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase pursuant to Section 12.15 and arrangement fees related thereto as agreed between Administrative Agent and the Borrower Agent in that certain fee letter dated September 1, 2021. Notwithstanding anything herein to the contrary, no Lender shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) have any obligation to increase its Commitment and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments no Lender’s Commitment shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowerswithout its consent thereto, and new each Lender may at its option, unconditionally and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests without cause, decline to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseits Commitment.

Increase in Commitments. Borrowers may request an The Borrower may, on any Business Day prior to the Termination Date and with the Administrative Agent's prior written consent (not to be unreasonably withheld), increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request substantially in Commitments from time the form attached hereto as Exhibit G or in such other form acceptable to time upon notice to the Administrative Agent by adding at least five (5) Business Days prior to this Agreement one the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments for existing Lender(s)) and become Lenders hereunder the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Commitments to an amount in excess of $100,000,000 will require the approval of the Required Lenders, (ii) any increase of the aggregate amount of the Commitments shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct at the time of such request and on the effective date of such Commitment Account Increase. The effective date of the Commitment Amount Increase shall be agreed upon by allowing one or more the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lenders Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to increase their respective Commitments (but no existing its advance each Lender shall have outstanding its Percentage of Loans. It shall be required toa condition to such effectiveness that (i) if any Eurodollar Loans are outstanding on the date of such effectiveness, or have such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any obligation to, increase its Commitments), as long as amounts owing to the Lenders pursuant to Section 1.9 hereof and (aii) the requested increase is in a minimum amount Borrower shall not have terminated any portion of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 1.10 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and increases pursuant to this Section 2.1.7, taken together, no Lender's Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments (i) WPZ shall have the option, without the consent of the Lenders, from time to time upon notice to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent by adding and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more Eligible Assignees that are not already financial institutions as Lenders hereunder to issue additional Commitments and become Lenders hereunder (collectively, the “New Lenders”) or by allowing one or more existing Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $3,000,000,000, (but C) no existing Lender Lender’s Commitment shall be required toincreased without such Lender’s consent, or have (D) such increase shall not result in the increase of any obligation toBorrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, increase its Commitments)the Administrative Agent, as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) New Lenders, if any, and is offered on the same terms as existing Lenders increasing their Commitments, except for a closing fee specified by Borrowersif any, (b) increases under this Section 2.1.7 do not exceed $25,000,000 and which shall indicate the amount and allocation of such increase in the aggregate, Aggregate Commitments and the effective date of such increase (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section 2.1.7, taken together, by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be made, a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and in no event shall prepay Loans on each Increase Effective Date (and pay any reduction or increase occur within 6 months additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and each Lender ratable with such Lender’s revised Applicable Percentage after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the nonratable increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures Aggregate Commitments under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseSection.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, at its option, at any time or from time to time upon notice prior to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue the Termination Date, increase the Total Commitments (each such increase, a “Commitment Increase” and the additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders pursuant to increase their respective Commitments each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $600,000,000700,000,000 (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (other than requests for the entire remaining amount under “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the aggregate limit set forth Minimum Increase Amount) by requesting that existing Lenders or new lenders commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of clause (b) below) ii); and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (ciii) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases new lender shall become a Lender pursuant to this Section 2.1.7, taken together, shall be made, 2.21 unless such lender is an Eligible Assignee and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the requested increase andand the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, within 10 Business Days thereaftera “New Lender Supplement”), each substantially in the form of Exhibit E, whereupon such New Lender shall notify Administrative Agent if become a Lender for all purposes and to what the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement to such Lender commits extent. On any Increased Facility Closing Date, subject to increase its Commitment. Any Lender not responding within such period the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall be deemed to have declined assign to each Person with Incremental Commitments (each, an increase. If “Incremental Lender”) and each of the Incremental Lenders fail shall be deemed to commit purchase from each of the Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the full requested increaseaddition of such Incremental Commitments to the Commitments, Eligible Assignees may issue additional Commitments (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is a New Lender shall become Lenders hereundera Lender in accordance with the immediately preceding sentence. Administrative Agent The terms and Borrower Agent shall determine the allocation provisions of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) Incremental Loans and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Incremental Commitments shall be increased by substantially identical to the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders terms and Eligible Assignees) on a date agreed upon by Administrative Agent conditions of the Revolving Loans and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent by adding at least five (5) Business Days prior to this Agreement the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more Eligible Assignees that are not already additional Lenders hereunder to issue (or additional Commitments and become Lenders hereunder for existing Lender(s) or by allowing one or more a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of the Commitments shall not be incurred to increase their respective Commitments an amount in excess of $50,000,000, (but no existing Lender ii) any Commitment Amount Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum an amount of not less than $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers5,000,000, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (diii) no Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the request for Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.10 hereof and (ii) the Borrower shall not have terminated any portion of the Commitments pursuant to Section 1.11 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and, solely to the extent agreed upon in writing between Administrative Agent and the Borrower (it being acknowledged that Borrower shall have no obligation to enter into any such agreement), any arrangement fees related thereto. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and immediately before and after giving effect no Lender’s Commitment shall be increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an The Borrower may, on any Business Day prior to the Termination Date and with the Administrative Agent's prior written consent (not to be unreasonably withheld), increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request substantially in Commitments from time the form attached hereto as Exhibit H or in such other form acceptable to time upon notice to the Administrative Agent by adding at least five (5) Business Days prior to this Agreement one the desired effective date of such increase (the "Commitment Amount Increase") identifying an additional Lender (or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments for existing Lender(s)) and become Lenders hereunder the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Commitments to an amount in excess of $100,000,000 will require the approval of the Required Lenders, (ii) any increase of the aggregate amount of the Commitments shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct at the time of such request and on the effective date of such Commitment Account Increase. The effective date of the Commitment Amount Increase shall be agreed upon by allowing one or more the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lenders Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to increase their respective Commitments (but no existing its advance each Lender shall have outstanding its Percentage of Loans. It shall be required toa condition to such effectiveness that (i) if any Eurodollar Loans are outstanding on the date of such effectiveness, or have such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any obligation to, increase its Commitments), as long as amounts owing to the Lenders pursuant to Section 1.9 hereof and (aii) the requested increase is in a minimum amount Borrower shall not have terminated any portion of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 1.10 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and increases pursuant to this Section 2.1.7, taken together, no Lender's Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request The Borrower may, on any Business Day prior to the Revolving Credit Termination Date and with the prior written consent of the Administrative Agent, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request in the form attached hereto as Exhibit G at least five (5) Business Days prior to the desired effective date of such increase (the "Commitment Amount Increase") identifying an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one additional Lender (or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments for existing Lender(s)) and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 its Commitment (other than requests for the entire remaining or additional amount under of its Commitment(s)); provided, however, that (i) any increase of the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months amount of the date Revolving Credit Commitments to an amount in excess of any previous reduction or increase, as $110,000,000 shall require the case may be, (d) no Event of Default has occurred and is continuing as prior written consent of the date of the request for increase and immediately before and after giving effect theretoLenders, and (eii) the requested any increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders aggregate amount of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lendersin an amount not less than $5,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Commitment Amount Increase and settled the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its pro rata share of all Revolving Loans based on its Revolver Percentage. It shall be a condition to such effectiveness that (i) if there are any Eurodollar Loans outstanding under the Revolving Credit on the date of such effectiveness, unless otherwise agreed to by the Administrative Agent, such Eurodollar Loans shall be prepaid and the Borrower shall have paid all amounts required to be paid under Section 1.13 hereof and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant of Section 1.14(a) hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent if necessaryrelating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, in accordance with Lenders’ adjusted shares of such Commitments no Lender shall have any obligation to increase its Revolving Credit Commitment and the total Commitments under, and for all purposes of, this Agreement no Lender's Revolving Credit Commitment shall be increased by the aggregate amount of such increasewithout its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time Borrower shall have the right exercisable 5 times, upon at least 10 Business Days’ notice to the Administrative Agent and the Lenders, to request (i) increases in the Revolving Commitments or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to $750,000,000 to a maximum aggregate amount not to exceed $1,600,000,000 (reduced to the extent Borrower has terminated or reduced the Revolving Commitments) by either adding new lenders as Lenders (subject to this Agreement the Administrative Agent’s prior written approval of the identity of any such new lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing of the then current Lenders to increase its or their respective Revolving Commitments (but no existing Lender shall or to make Additional Term Loans. Each such increase in the Commitments or the making of Additional Term Loans must be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a an aggregate minimum amount of $5,000,000 (other than requests for 50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the entire remaining amount under making of Additional Term Loans or a combination thereof. Effecting any increase of the aggregate limit set forth in clause (b) below) and is offered on Revolving Commitments or the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases making of Additional Term Loans under this Section 2.1.7 do not exceed $25,000,000 is subject to the following conditions precedent: (x) no Default or Unmatured Default has occurred, is then continuing or shall be in existence on the aggregateeffective date of such increase of Revolving Commitments or making of Additional Term Loans, (cy) no more than three the representations and warranties (3subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) reductions contained in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, Article V shall be made, true and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing correct as of the effective date of such increase, except to the request extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for increase and immediately before and after giving effect theretochanges in factual circumstances not prohibited under the Loan Documents, and (ez) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of have received an Amendment Regarding Increase by the requested increase andBorrower, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation new lender or existing Lender providing such increase of the increased Revolving Commitments among committing Lenders andor Additional Term Loans, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) copy of Section 6.2 are satisfied, total Commitments which shall be increased forwarded to each Lender by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent promptly after execution thereof and Borrower Agentall documentation and opinions as the Administrative Agent may reasonably request, but no later than 45 days following Borrowers’ increase request. in form and substance satisfactory to the Administrative Agent, Borrowers, and new and . In no event will any existing Lenders Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall execute and deliver specifically agree in writing to provide such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of CommitmentsRevolving Commitments or making of Additional Term Loans at such time. On the effective date of an increaseany such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Revolver Usage Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and other exposures continuing their obligations under the Subsidiary Guaranty. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments shall be reallocated among and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, and settled by Administrative Agent if necessaryin same day funds, in accordance with Lenders’ adjusted shares an amount equal to (A) the portion of the outstanding principal amount of such Commitments and the total Commitments underRevolving Loans to be purchased by such Lender, and for all purposes of, this Agreement shall be increased by plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2A.6(b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such increasedate on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $1,600,000,000 without the approval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the date that is six (6) months prior to the Scheduled Termination Date, increase the aggregate amount of the Commitments by delivering a request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent by adding (a “Commitment Amount Increase Request”) at least five (5) Business Days prior to this Agreement one or more the desired effective date of such increase (the “Commitment Amount Increase”). Such Commitment Amount Increase Request shall identify the requested additional Commitments from existing Lender(s), Eligible Assignees that are not already proposed as new Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more a combination of existing Lenders to increase their respective Commitments and Eligible Assignees proposed as new Lenders (but no existing Lender the “Increasing Lenders”). Any Commitment Amount Increase shall be required to, or have any obligation to, increase its Commitments), as long as subject to the following conditions: (ai) the requested increase is in a minimum Commitments shall not be increased to an amount of greater than $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 250,000,000 in the aggregate, (cii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction Default or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has shall have occurred and is be continuing as of on the date of the Commitment Amount Increase Request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request for increase and immediately before on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the related Commitment Amount Increase Request. Upon the effectiveness thereof, the Increasing Lenders shall advance Loans in an amount sufficient such that after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, its advance each Lender shall notify Administrative Agent have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that if and to what extent any Eurodollar Loans are outstanding on the date of such Lender commits to increase its Commitment. Any Lender not responding within effectiveness, such period Eurodollar Loans shall be deemed to have declined an increase. If Lenders fail to commit be prepaid on such date and the Borrower shall pay any amounts owing to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is pursuant to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.1.11

Increase in Commitments. Borrowers may (a) The Borrower shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments from time to time upon notice to Administrative Agent (each such requested increase, a “Commitment Increase”), by adding to this Agreement having one or more Eligible Assignees existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder (each, an “Additional Lender”), or by allowing one or more existing Lenders to increase their respective Commitments a combination thereof, provided that (but no existing Lender i) any such request for a Commitment Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 5,000,000, (other than requests for the entire remaining amount under ii) immediately after giving effect to any Commitment Increase, (y) the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do Revolver Commitments shall not exceed $25,000,000 in 150,000,000 and (z) the aggregateaggregate of all Commitment Increases effected shall not exceed $55,000,000, (ciii) no more Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before executing a commitment with any Person that is not already a Lender, and (vii) Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than three (3) reductions in Commitments pursuant fees payable to Section 2.1.4 the Administrative Agent, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, and increases pursuant to this Section 2.1.7, taken togetherthe Administrative Agent, shall be made, for their own account and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined in an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders andamount, if necessaryany, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date mutually agreed upon by Administrative Agent each such party and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessaryBorrower, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseeach party’s sole discretion.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, at its option, at any time or from time to time upon notice prior to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue the Termination Date, increase the Total Commitments (each such increase, a “Commitment Increase” and the additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders pursuant to increase their respective Commitments each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $225,000,000400,000,000 (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (other than requests for the entire remaining amount under “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the aggregate limit set forth Minimum Increase Amount) by requesting that existing Lenders or new lenders commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of clause (b) below) ii); and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (ciii) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases new lender shall become a Lender pursuant to this Section 2.1.7, taken together, shall be made, 2.21 unless such lender is an Eligible Assignee and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the requested increase andand the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, within 10 Business Days thereaftera “New Lender Supplement”), each substantially in the form of Exhibit E, whereupon such New Lender shall notify Administrative Agent if become a Lender for all purposes and to what the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement to such Lender commits extent. On any Increased Facility Closing Date, subject to increase its Commitment. Any Lender not responding within such period the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall be deemed to have declined assign to each Person with Incremental Commitments (each, an increase. If “Incremental Lender”) and each of the Incremental Lenders fail shall be deemed to commit purchase from each of the Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the full requested increaseaddition of such Incremental Commitments to the Commitments, Eligible Assignees may issue additional Commitments (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is a New Lender shall become Lenders hereundera Lender in accordance with the immediately preceding sentence. Administrative Agent The terms and Borrower Agent shall determine the allocation provisions of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) Incremental Loans and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Incremental Commitments shall be increased by substantially identical to the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders terms and Eligible Assignees) on a date agreed upon by Administrative Agent conditions of the Revolving Loans and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers (a) The Borrower may request an increase in Commitments from time to time upon by written notice to Administrative Agent by adding elect to this Agreement one or more Eligible Assignees that are not already Lenders hereunder request, at any time following the Amendment No. 6 Effective Date, an increase to issue additional Commitments and become Lenders hereunder or by allowing one or more the existing Lenders to increase their respective Commitments (but no existing any such increase, the “New Commitments”) by an amount not in excess of U.S.$50,000,000 in the aggregate. Such New Commitments shall not be less than U.S.$10,000,000 individually (or such lesser amount which shall be approved by Administrative Agent), and shall be in integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than (10) Business Days after the date on which such notice is delivered to Administrative Agent, and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Lender”) to whom the Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations; provided any Lender approached to provide all or a portion of the New Commitments, may elect or decline, in its sole discretion, to provide a New Commitment; provided, further, that any New Lender shall be required to, or have any obligation to, increase its Commitments), acceptable to the Administrative Agent. Such New Commitments shall become effective as long as of such Increased Amount Date; provided that (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c1) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction Default or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and shall exist on such Increased Amount Date immediately before prior to or after giving effect to such New Commitments; (2) both immediately prior to and after giving effect thereto, and (e) the requested increase does not cause the to such New Commitments to exceed any applicable cap under the terms each of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses Section 4.02 shall be satisfied; (a3) the Borrower shall be in compliance with the financial covenants set forth in Section 7.11 both as of the last day of the most recently ended fiscal quarter and immediately after giving effect to such New Commitments; (4) the New Commitments shall be effected pursuant to one or more joinder agreements substantially in the form of Exhibit G (a “Joinder Agreement”) executed and delivered by the Borrower, the New Lender and Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 3.01; and (b5) (and if a Borrowing is the Borrower shall deliver or cause to be made delivered any legal opinions or other documents of the type specified in Section 4.01 reasonably requested by Administrative Agent in connection with any such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseNew Commitment.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower shall have the right at any time and from time to time upon during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender Agent, which notice shall be required toirrevocable once given; provided, or have however, that after giving effect to any obligation tosuch increases of the Commitments, the aggregate amount of the Commitments shall not exceed $1,500,000,000. Each such increase its Commitments), as long as (a) in the requested increase is in a Commitments must be an aggregate minimum amount of $5,000,000 50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such increase in the Commitments and the allocations of any increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or to provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase of the Commitments must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other than requests Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Loans, by making available to the Administrative Agent for the entire remaining account of such other Lenders, in same day funds, an amount under equal to (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate limit set forth in clause amount of payments previously made by the other Lenders under Section 2.3(j) that have not been repaid, plus (bC) below) interest accrued and is offered unpaid to and as of such date on such portion of the same terms outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as existing Commitments, except for a closing fee specified by Borrowers, (b) increases result of the prepayment of any such Loans. Effecting any increase of the Commitments under this Section 2.1.7 do not exceed $25,000,000 is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase of the Commitments, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the aggregatecase of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of any such increase in the Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (cin which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true in all respects) no more than three on and as of such earlier date) and except for changes in factual circumstances expressly permitted hereunder, and (3z) reductions the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase of the Commitments pursuant or and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase of the Commitments; (ii) an opinion of counsel to Section 2.1.4 the Borrower and increases the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments (excluding any Lender that has requested that it not receive Notes). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes2.15, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent Lender becoming a party hereto shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a1) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent may reasonably requests request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to evidence the increase in Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and allocations of Commitments. On the effective date of an increaseanti-money laundering rules and regulations, including without limitation, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasePatriot Act.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, at its option, at any time or from time to time upon notice prior to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue the Extended Termination Date, increase the Total Commitments (each such increase, a “Commitment Increase” and the additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders pursuant to increase their respective Commitments each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $175,000,000200,000,000 (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (other than requests for the entire remaining amount under “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the aggregate limit set forth Minimum Increase Amount) by requesting that existing Lenders or new lenders commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of this clause (b) below) ii); and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (ciii) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases new lender shall become a Lender pursuant to this Section 2.1.7, taken together, shall be made, 2.21 unless such lender is an Eligible Assignee and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the requested increase andand the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, within 10 Business Days thereaftera “New Lender Supplement”), each substantially in the form of Exhibit E, whereupon such New Lender shall notify Administrative Agent if become a Lender for all purposes and to what the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement to such Lender commits extent. On any Increased Facility Closing Date, subject to increase its Commitment. Any Lender not responding within such period the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall be deemed to have declined assign to each Person with Incremental Commitments (each, an increase. If “Incremental Lender”) and each of the Incremental Lenders fail shall be deemed to commit purchase from each of the Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the full requested increaseaddition of such Incremental Commitments to the Commitments, Eligible Assignees may issue additional Commitments (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is a New Lender shall become Lenders hereundera Lender in accordance with the immediately preceding sentence. Administrative Agent The terms and Borrower Agent shall determine the allocation provisions of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) Incremental Loans and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Incremental Commitments shall be increased by substantially identical to the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders terms and Eligible Assignees) on a date agreed upon by Administrative Agent conditions of the Revolving Loans and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Extended Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent by adding at least five (5) Business Days prior to this Agreement the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more Eligible Assignees that are not already additional Lenders hereunder to issue (or additional Commitments and become Lenders hereunder for existing Lender(s) or by allowing one or more a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of the Commitments shall not be incurred to increase their respective Commitments an amount in excess of $125,000,000, (but no existing Lender ii) any Commitment Amount Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum an amount of not less than $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers5,000,000, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (diii) no Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the request for Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.10 hereof and (ii) the Borrower shall not have terminated any portion of the Commitments pursuant to Section 1.11 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and, solely to the extent agreed upon in writing between Administrative Agent and the Borrower (it being acknowledged that Borrower shall have no obligation to enter into any such agreement), any arrangement fees related thereto. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and immediately before and after giving effect no Lender’s Commitment shall be increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an The Borrower shall have the right to increase the aggregate amount of the Commitments up to three (3) times by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $700,000,000. Each such increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional the Revolving Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall Term Loan Commitments, each as applicable, must be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a an aggregate minimum amount of $5,000,000 25,000,000 and integral multiples of $10,000,000 in excess thereof (other than requests for or the entire remaining maximum amount under of the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in incremental Commitments pursuant to Section 2.1.4 and increases available pursuant to this Section 2.1.72.17). The Administrative Agent, taken togetherin consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be madeapproached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such increased Commitments. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in no event connection with any such requested increase must be an Eligible Assignee. In connection with any increase in the Term Loan Commitments, the Term Loan Disbursement Expiration Date shall not be applicable to such increased Term Loan Commitments. If a new Lender becomes a party to this Agreement, or if any reduction or increase occur within 6 months of existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of any previous reduction or increasean existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its applicable Commitment Percentage (determined with respect to the Lenders’ respective Commitments, as the case may beapplicable, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect theretoto the increase of Commitments, as applicable) of any outstanding Loans, as applicable, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any increase in Commitments under this Section, the Administrative Agent, the Borrower, and (e) each relevant new or increasing Lender shall endeavor to make arrangements satisfactory to such parties to cause each such new or increasing Lender to temporarily hold risk participations in the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect outstanding Loans of the foregoing. Administrative Agent shall promptly notify other Lenders (rather than fund its Commitment Percentage of all outstanding Loans concurrently with the requested effectiveness of such increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if of Commitments) with a view toward minimizing breakage costs and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation transfers of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made funds in connection with such increase of Commitments. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall exist on the effective date of such increase, clauses (d)x) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (ey) payment of any and all fees required in connection with such increased Commitments and (f)z) the Administrative Agent shall have received each of Section 6.2 are satisfiedthe following, total Commitments shall be increased in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) if requested amount (or at by the Administrative Agent, an opinion of counsel to the Borrower Agent’s electionand the Guarantors, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by addressed to the Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, Borrowerspayable to any new Lenders and replacement Notes executed by the Borrower, and new and payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall execute and deliver (1) such documents and agreements as the Administrative Agent may reasonably requests request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to evidence the increase in Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and allocations of Commitments. On the effective date of an increaseanti-money laundering rules and regulations, including, without limitation, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasePatriot Act.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required toThe Borrower may, or have any obligation to, increase its Commitments), as long as (a) with the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months written consent of the date of any previous reduction or increaseAdministrative Agent, as the case may be, L/C Issuer and Swing Line Lender (d) no Event of Default has occurred and is continuing as which consent of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (dunreasonably withheld or delayed), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase.increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Revolving Credit Commitments to an amount in excess of $300,000,000 will require the approval of the Required Lenders, and (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $10,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its Loans each Bank shall have outstanding its pro rata share of Loans. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrower pays any applicable breakage cost under Section 1.11 hereof incurred by any Lender resulting from the repayment of its Loans and

Increase in Commitments. Borrowers may request The Company may, at any time after the Closing Date by notice to the Administrative Agent, propose an increase in the total L/C Tranche Commitments from time to time upon notice to or RC Tranche Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment of the applicable Class then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment of the applicable Class hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent by adding (not to this Agreement one or more Eligible Assignees be unreasonably withheld); provided that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing each Assuming Lender with a L/C Tranche Commitment shall be required toa NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or have any obligation to, increase its Commitments)Lender, as long as applicable, which is a NAIC Approved Bank. Such notice shall specify (ai) the requested increase name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the Class of the Commitments which is in a minimum being increased, (iii) the amount of $5,000,000 the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (other than requests for the entire remaining amount under the aggregate limit set forth in clause (biv) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent on which such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing Commitment Increase is to be made in connection with such increase, clauses effective (d), a “Commitment Increase Date”) (e) and (f)) of Section 6.2 are satisfied, total Commitments which shall be increased by a Business Day at least five Business Days after delivery of such notice and 30 days prior to the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase requestCommitment Termination Date). Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments Each Commitment Increase shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and subject to the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.following additional conditions:

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) The Borrower may, by written notice to the requested increase is in Administrative Agent, request (each such request, a minimum “Commitment Increase Request”) that the Total Commitment be increased by an amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not to exceed $25,000,000 in such that the aggregate, (c) no aggregate Total Commitment is not more than three (3) reductions in Commitments pursuant $100,000,000 after giving effect to Section 2.1.4 and all such increases pursuant from the Amendment No. 2 Effective Date until one year prior to this Section 2.1.7the Facility Termination Date, taken together, shall be made, and in provided that no event shall any reduction Default or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as at the time of such Commitment Increase Request and on the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoingsuch increase. The Administrative Agent shall promptly notify Lenders deliver a copy of such Commitment Increase Request to each Lender. The Borrower shall set forth in such Commitment Increase Request the amount of the requested increase andin the Total Commitment (which shall be in a minimum amount of $5,000,000 and in minimum increments thereafter of $5,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 20 Business Days nor more than 60 days after the date of such notice and that, within in any event, must be at least 385 days prior to the Facility Termination Date), and shall offer each Lender the opportunity to increase its Commitment by its Commitment Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 Business Days thereafter, each Lender shall notify after the date of delivery by the Administrative Agent if and to what extent such Lender commits of the Borrower’s Commitment Increase Request, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each such Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any such Lender that does not responding deliver such a notice within such period of 10 Business Days shall be deemed to have declined an increaseto increase its Commitment and each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). If Lenders fail at the end of the 10 Business Day period referred to commit to above there are any Non-Increasing Lenders, the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine offer to each Increasing Lender the allocation opportunity to increase its Commitment by all or a portion of the increased Commitments among committing remaining amount of the requested increase that the Non-Increasing Lenders did not accept and, if necessarysuch Increasing Lenders offer to increase their Commitments by more than such remaining amount, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with Administrative Agent shall allocate such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested remaining amount (or at Borrower Agent’s election, among such lesser amount committed by existing Increasing Lenders and Eligible Assignees) on a date agreed pro rata basis based upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver each such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.Lender’s

Increase in Commitments. The Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as the right (a) prior to the requested Revolving Termination Date, to request increases in the aggregate amount of the Revolving Commitments and (b) prior to the Term Loan Maturity Date, to request the making of additional Term Loans (“Additional Term Loans”), in each case, by the Borrower Representative providing written notice (which may be by telecopy or electronic mail) to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that (i) after giving effect to any increase is in a the Revolving Commitments the aggregate amount of the Revolving Commitments shall not exceed $1,500,000,000 less the amount of any voluntary reductions of the Revolving Commitments made pursuant to Section 2.13. and (ii) the aggregate principal amount of all Additional Term Loans made shall not exceed $500,000,000. Additional Term Loans shall be subject to the same terms and conditions of this Agreement that are applicable to all other Term Loans. Each such increase in the Revolving Commitments must be in an aggregate minimum amount of $100,000,000 and integral multiples of $50,000,000 in excess thereof. Each such request to make Additional Term Loans must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such other than requests for amounts as may be acceptable to the entire remaining amount under Administrative Agent and the aggregate limit set forth Borrowers). The Administrative Agent, in clause (b) below) consultation with the Borrower Representative, shall manage all aspects of the syndication of such increase in the Revolving Commitments or making of Additional Term Loans, as applicable, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase in the Revolving Commitments or the making of Additional Term Loans, as applicable, and the allocations of the increase in the Revolving Commitments or making of Additional Term Loans, as applicable, among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or make an Additional Term Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase in the Revolving Commitments or the making of Additional Term Loans, as applicable, must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Lender is offered increasing its Revolving Commitment or making an initial Revolving Commitment, such Lender shall on the same terms as existing Commitments, except for date it becomes a closing fee specified by Borrowers, Revolving Lender hereunder (b) increases under this Section 2.1.7 do not exceed $25,000,000 or in the aggregatecase of an existing Revolving Lender, increases its Revolving Commitment) (cand as a condition thereto) no more than three (3) reductions purchase from the other Revolving Lenders its Revolving Commitment Percentage or, in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7the case of a Revolving Lender increasing its Revolving Commitment, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months the amount of the date of any previous reduction or increase, as increase in its Revolving Commitment Percentage (determined with respect to the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before Revolving Lenders’ respective Revolving Commitments and after giving effect theretoto the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Revolving Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers jointly and severally agree to pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4. as if such purchase were a prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase in the Revolving Commitments or the making of such Additional Term Loans, (y) the representations and warranties made or deemed made by any Borrower in any Loan Document to which such Borrower is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (ez) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders have received each of the requested increase andfollowing, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if in form and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit substance satisfactory to the full requested increaseAdministrative Agent: (i) if not previously delivered to the Administrative Agent, Eligible Assignees may issue additional copies certified by the Secretary or Assistant Secretary of all corporate, partnership or other necessary action taken by the Borrowers to authorize such increase in the Revolving Commitments or the borrowing of Additional Term Loans, as applicable; (ii) an opinion of counsel to the Borrowers and become Lenders hereunder. addressed to the Administrative Agent and Borrower Agent shall determine the allocation Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) in the case of an increase in the Revolving Commitments, new Revolving Notes executed by the Borrowers, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrowers, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the increased effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth (in clauses (a) each case unless any such Revolving Lender requests not to receive such a Note); and (biv) in the case of the making of Additional Term Loans, new Term Notes executed by the Borrowers, payable to any new Term Loan Lenders and replacement Term Notes executed by the Borrowers, payable to any existing Term Loan Lenders increasing their Term Loans, in the amount of such Term Loan Lender’s Term Loan (and if in each case unless any such Term Loan Lender requests not to receive such a Borrowing is to be made in Note). In connection with such increaseany increase in the aggregate amount of the Revolving Commitments or the making of any Additional Term Loans pursuant to this Section, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on any Lender becoming a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders party hereto shall execute and deliver such documents and agreements as the Administrative Agent may reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaserequest.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) If at any time the requested Commitments shall be less than $500,000,000, the Borrower may, by written request to the Administrative Agent, request that the Lenders increase is the Commitments hereunder in a minimum such amount of $5,000,000 (other than requests for that, when added together with the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing then-outstanding Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do shall not exceed $25,000,000 in 500,000,000, which amount shall be an integral multiple of $10,000,000; provided that, on and as of the aggregateIncrease Date (as defined below), (ci) no more if the aggregate commitments under the Other Credit Agreement are less than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7$500,000,000, taken together, then such aggregate commitments shall be madeincreased accordingly to preserve the ratio of the aggregate commitments under the Other Credit Agreement to the sum of (A) the Commitments hereunder plus (B) the aggregate commitments under the Other Credit Agreement, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (dii) no Event of Default or Unmatured Default has occurred and is continuing continuing. Such increase shall be effective as of a date which shall be any Business Day occurring not less than 25 days (unless otherwise agreed to by the Borrower and the Administrative Agent) nor more than 30 days from the date of such written request (such date herein referred to as the "Increase Date"). Upon receipt of written notice of such request for increase and immediately before and after giving effect thereto, and (e) from the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafterAgent, each Lender shall notify have the opportunity, in its sole discretion, no later than 20 days after the date on which the Borrower's request shall have been received by the Administrative Agent if and Agent, to what extent such Lender commits commit to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit Commitment by written notice to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine setting forth the allocation amount by which such Lender proposes to increase its Commitment (each such Lender an "Existing Lender"). To the extent that the aggregate amount of the increased proposed increases is less than the aggregate amount of the increase requested by the Borrower, the Borrower may either (x) request the Administrative Agent to solicit the Lenders for further increases in their respective Commitments, (y) amend the original request by reducing the amount by which the Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is are requested to be made in connection with such increase, clauses increased to an amount equal to the aggregate amount of the proposed increases of the Commitments or (d), (ez) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by request that the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowersin its reasonable discretion, and new and existing Lenders shall execute and deliver accept the participation in the proposed increase of one or more additional financial institutions (each an "Additional Lender"), provided that the minimum commitment of each such documents and agreements as Additional Lender equals or exceeds $10,000,000. If the Administrative Agent reasonably requests to evidence shall accept the increase in proposed increases of the Existing Lenders and allocations of Commitments. On the effective date of an increaseAdditional Lenders, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasethe proposed increases on and as of the Increase Date. The Administrative Agent shall allocate the increased amount pro rata among the Existing Lenders and the Additional Lenders in accordance with their respective Commitments.

Increase in Commitments. Borrowers may request an increase in Commitments from time The Borrower may, on any Business Day prior to time upon notice to the Termination Date, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Commitments by adding delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit D or in such other form acceptable to this Agreement one the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the "Commitment Amount Increase") identifying an additional Bank (or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments for existing Bank(s)) and become Lenders hereunder the amount of its Commitment (or by allowing one or more existing Lenders additional amount of its Commitment(s)); PROVIDED, HOWEVER, that (i) any increase of the aggregate amount of the Commitments to an amount in excess of $600,000,000 will require the approval of all the Banks, (ii) any increase their respective of the aggregate amount of the Commitments (but no existing Lender shall be required toin an amount not less than $15,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct at the time of such request and on the effective date of such Commitment Amount Increase. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Bank(s) (or, if applicable, existing Bank(s)) shall advance Loans in an amount sufficient such that after giving effect to its Loans each Bank shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) if any obligation toEurocurrency Loans are outstanding on the date of such effectiveness, increase its Commitments), as long as such Eurocurrency Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Banks pursuant to Section 1.12 hereof and (aii) the requested increase is in a minimum amount Borrower shall not have terminated any portion of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant 1.13 hereof. The Borrower agrees to this Section 2.1.7pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Promptly upon the effectiveness of any Commitment Amount Increase, taken togetherthe Borrower, if requested by any new Bank, shall execute and deliver new Notes to each requesting Bank. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to increase its Commitment and no Bank's Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indentureeach Bank may at its option, note agreement or other agreement governing the Secured Notesunconditionally and without cause, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits decline to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement Secured Notes Indenture or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoingNotes Indenture. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower shall have the right at any time and from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) during the requested period beginning on the Effective Date to but excluding the Revolving Termination Date to request increases in the aggregate amount of the Revolving Commitments, and (b) during the period from the Effective Date to but excluding the Termination Date for the Term Loans, to request the making of additional Term Loans (the “Additional Term Loans”), in each case, by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases of the Revolving Commitments and the making of Additional Term Loans, the aggregate amount of the Revolving Commitments and the aggregate outstanding principal balance of the Term Loans shall not exceed $2,200,000,000 (less the amount of any prepayments of the Term Loans). Each such increase is in a the Revolving Commitments or borrowing of Additional Term Loans must be an aggregate minimum amount of $5,000,000 50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments and/or the making of any Additional Term Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such increase in the Revolving Commitments or making of Additional Term Loans and the allocations of any increase in the Revolving Commitments or making of Additional Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment, to provide a new Revolving Commitment, or to make an Additional Term Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase of the Revolving Commitments or making of Additional Term Loans must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other than requests Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the entire remaining account of such other Revolving Lenders, in same day funds, an amount under equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate limit set forth in clause amount of payments previously made by the other Lenders under Section 2.3.(j) that have not been repaid, plus (bC) below) interest accrued and is offered unpaid to and as of such date on such portion of the same terms outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4. as existing Commitments, except for a closing fee specified by Borrowers, (b) increases result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments or making of Additional Term Loans under this Section 2.1.7 do not exceed $25,000,000 is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase of the Revolving Commitments or making of Additional Term Loans, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the aggregatecase of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of any such increase in the Revolving Commitments or making of Additional Term Loans except to the extent that such representations and warranties expressly relate solely to an earlier date (cin which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true in all respects) no more than three on and as of such earlier date) and except for changes in factual circumstances expressly permitted hereunder, and (3z) reductions the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase of the Revolving Commitments pursuant or Additional Term Loans and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase of the Revolving Commitments or Additional Term Loans; (ii) an opinion of counsel to Section 2.1.4 the Borrower and increases the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii)(A) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and/or (B) a new Term Note of the applicable Class of Term Loans made by such Term Loan Lender executed by the Borrower, payable to such new Term Loan Lenders, and replacement Term Notes of the applicable Class executed by the Borrower payable to such existing Term Loan Lenders making such Additional Term Loans of such Class, in each case, in the aggregate outstanding principal amount of such Term Loan Lender’s Term Loan of the applicable Class at the time of the making of such Additional Term Loans (excluding, in the case of the preceding clauses (A) and (B), any Lender that has requested that it not receive Notes). In connection with any increase in the aggregate amount of the Revolving Commitments or the making of the Additional Term Loans pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes2.16., any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent Lender becoming a party hereto shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a1) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent may reasonably requests request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to evidence the increase in Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and allocations of Commitments. On the effective date of an increaseanti-money laundering rules and regulations, including without limitation, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasePatriot Act.

Increase in Commitments. Borrowers The Borrower, may request an increase in Commitments from time to time upon by written notice to Administrative Agent by adding at any time after the Closing Date and prior to this Agreement the Revolving Termination Date, request on one or more Eligible Assignees that are not already Lenders hereunder occasions to issue additional Commitments and become Lenders hereunder or increase the amount of the Revolving Loan by allowing obtaining one or more Incremental Revolving Loan Commitments, in an aggregate principal amount, for all such increases after the Closing Date taken together, not to exceed $100,000,000, from one or more Incremental Revolving Lenders, which may include any existing Lenders Lender (which shall be entitled to increase agree or decline to participate in its sole discretion) without Lenders’ consent; provided, however, that each Incremental Revolving Lender, if not already a Lender hereunder, shall be subject to the approval of Agent, the Letter of Credit Issuer, and the Swingline Lender, in each case, in their respective Commitments reasonable discretion, which such approval not to be unreasonably withheld, conditioned or delayed. Such notice shall set forth (but no existing Lender i) the amount of the Incremental Revolving Loan Commitment being requested (which shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in minimum increments of $5,000,000 and a minimum amount of $5,000,000 25,000,000, and (other ii) the date on which such Incremental Revolving Loan Commitment is requested to become effective (which shall not be less than requests for 15 days nor more than 60 days after the entire remaining amount under date of such notice); provided that (A) no Commitment of any existing Lender may be increased without the aggregate limit written consent of such Lender, (B) no Default or Event of Default exists immediately before or after giving effect to such increase; (C) the Borrower shall be in compliance with the covenants set forth in clause (b) below) and is offered Section 7.12 hereof, calculated on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and pro forma basis immediately before and or after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (eD) and (f)) of Section 6.2 are satisfied, total Commitments the Facility Parties shall be increased by deliver to the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On on or before the effective date of such increase the following documents in a form reasonably acceptable to the Administrative Agent: (1) certifications of their corporate or company secretaries with attached resolutions certifying that the Incremental Revolving Loan Commitments have been approved by such Facility Parties, and (2) an increaseopinion of counsel addressed to the Administrative Agent and the Lenders addressing the authorization and execution of the Loan Documents by, and enforceability of the Loan Documents against, the Revolver Usage Facility Parties, and other exposures under (E) with respect to an Incremental Revolving Lender that is not an existing Lender, such Incremental Revolving Lender shall have executed and delivered to the Administrative Agent a joinder to this Agreement that is reasonably satisfactory to the Administrative Agent in form and substance (and upon the effectiveness of such joinder, such Incremental Revolving Lender shall be a “Lender” hereunder for all purposes. All Incremental Revolving Loan Commitments shall be reallocated among Lenders, based on the terms and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and conditions set forth herein for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseRevolving Loans.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms So long as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction Default or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as or would result therefrom, upon notice to the Administrative Agent, at any time after the Closing Date, the Borrower may request one or more Additional Term Commitments or one or more Additional Revolving Credit Commitments (it being understood and agreed that (i) at the election of the Borrower, such additional commitments in respect of any term loans may be implemented through the addition of additional new tranches of such loans instead of being implemented as increases in the applicable Commitments and (ii) if the Borrower makes such election, the provisions of this Section shall be read in a manner that permits such election to be implemented; provided that (x) the final maturity date of any such new tranche of term loans shall be no earlier than the request Maturity Date for increase the Term Loans and immediately before and (y) the weighted average life to maturity of any such new tranche of term loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans); provided that (i) after giving effect theretoto any such addition, the aggregate amount of Additional Term Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $300,000,000; (eii) the requested increase does not cause the Commitments to exceed any applicable cap such addition shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt aggregate limit in respect of Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the foregoing. Administrative Agent final maturity date of any Additional Term Loans shall promptly notify Lenders be no earlier than the Maturity Date for the Term Loans, (iv) the weighted average life to maturity of the requested increase andAdditional Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans, within 10 Business Days thereafter, each (v) no Lender shall notify Administrative Agent if be required to participate in the Additional Term Commitments or the Additional Revolving Credit Commitments, (vi) the interest rate and amortization schedule applicable to what the Additional Term Commitments shall be determined by the Borrower and the lenders thereof; provided that in the event that the interest margins applicable to such Additional Term Commitments is greater than the interest margins for the Term Facility by more than 50 basis points, then the interest margins for the Term Facility shall be increased to the extent necessary so that the interest margins for such Lender commits Additional Term Commitments are no more than 50 basis points greater than the interest margins for the Term Facility; provided, further, that in determining the interest margins applicable to increase its Commitment. Any Lender not responding within such period the Term Facility and the Additional Term Commitments, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to have declined an increase. If Lenders fail to commit constitute like amounts of OID) payable by Borrower to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Term Facility or the Additional Term Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided in the conditions set forth in clauses primary syndication thereof shall be included (awith OID being equated to interest based on an assumed four-year life to maturity) and (by) customary arrangement or commitment fees payable to the Arrangers (and if a Borrowing is to be made or their affiliates) in connection with such increase, clauses the Term Facility or to one or more arrangers (d), (e) and (f)or their affiliates) of Section 6.2 are satisfied, total the Additional Term Commitments shall be increased by excluded and (vii) the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders Additional Term Loans shall rank pari passu in right of payment and Eligible Assignees) on a date agreed upon by Administrative Agent of security with the Revolving Credit Loans and Borrower Agent, but no later than 45 days following Borrowers’ increase requestthe Term Loans. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Any Additional Revolving Credit Commitments shall be reallocated among Lenders, on the same terms and settled by Administrative Agent if necessary, in accordance pursuant to the same documentation applicable to the Revolving Credit Facility (it being understood that customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) of the Additional Revolving Credit Commitments may be different than those paid with Lenders’ adjusted shares of such Commitments and respect to the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseRevolving Credit Facility).

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments)Agent, as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) 10,000,000 and is offered on the same terms as existing Commitments, except for a upfront, closing fee specified or other fees mutually agreed upon by BorrowersAgent, Borrowers and the Lenders providing such increased Commitments, (b) increases under this Section 2.1.7 do not exceed $25,000,000 50,000,000 in the aggregate, (c) aggregate and no more than three (3) reductions increases are made, (c) no reduction in Commitments pursuant to Section 2.1.4 and increases pursuant has occurred prior to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or requested increase, as the case may be, (d) no Default or Event of Default has occurred and is continuing as shall exist at the time of the date of the request for increase and immediately before and after giving effect theretoany such increase, and (e) the requested Borrowers shall pay all reasonable and documented fees and expenses incurred in connection with such increase does not cause the Commitments to exceed in Commitments, including any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoingbreakage costs. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage all outstanding Loans, LC Obligations and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseCommitments.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to The Borrower may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments by adding delivering a Commitment Amount Increase Request at least five (5) Business Days prior to this Agreement one the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or more Eligible Assignees additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that are not already Lenders hereunder (i) any increase of the aggregate amount of the Revolving Credit Commitments to issue additional an amount in excess of $150,000,000 will require the approval of the Required Lenders, and (ii) any increase of the aggregate amount of the Revolving Credit Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required toin an amount not less than $25,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its Loans each Bank shall have outstanding its pro rata share of Loans. It shall be a condition to such effectiveness that (i) either no Eurodollar Loans be outstanding on the date of such effectiveness or have the Borrower pays any obligation to, increase applicable breakage cost under Section 1.11 incurred by any Lender resulting from the repayment of its Commitments), as long as Loans and (aii) the requested increase is in a minimum amount Borrower shall not have terminated any portion of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Revolving Credit Commitments pursuant to Section 2.1.4 1.14 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and increases pursuant to this Section 2.1.7, taken together, no Lender’s Revolving Credit Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Revolving Credit Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may (a) At any time after the Effective Date and no more than two times during any calendar year, the Borrower may, by written notice to the Paying Agent, request an increase in Commitments at any time or from time to time upon notice to Administrative Agent by adding that the Total Commitments be increased; provided that the aggregate amount of each such increase pursuant to this Agreement one or more Eligible Assignees that are Section 2.20 shall not already Lenders hereunder to issue additional Commitments be less than $20,000,000 and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum aggregate amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and all such increases pursuant to this Section 2.1.72.20 shall not cause the aggregate amount of Total Commitments to exceed $1,750,000,000. Any such notice shall set forth the amount of the requested increase in the Total Commitments and the date on which such increase is requested to become effective. The Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), taken togetherwhich may include any Lender, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the requested amount of the increase in the Total Commitments; provided that each Augmenting Lender, if not already a Lender hereunder, shall be made, and in no event shall any reduction or increase occur within 6 months subject to the approval of the date Paying Agent (not to be unreasonably withheld). Increases of Commitments and new Commitments created pursuant to this paragraph (a) shall become effective upon the execution and delivery by Parent, the Borrower, the Paying Agent and any previous reduction Lenders (including any Augmenting Lenders) agreeing to increase their existing Commitments or increaseextend new Commitments, as the case may be, of an agreement providing for such increased or additional Commitments, subject to the satisfaction of any conditions set forth in such agreement. Notwithstanding the foregoing, no increase in the Total Commitments (dor in the Commitment of any Lender) no Event of Default has occurred and is continuing as of shall become effective under this paragraph (a) unless, on the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses paragraphs (a) and (b) of Sections 4.02 shall be satisfied (and if as though a Borrowing is to be were being made in connection with on such increase, clauses (d), (edate) and (f)) the Paying Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer or a Financial Officer of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments Parent and the total Commitments underBorrower. The Borrower is not required to offer any Lender an opportunity to participate in any increase pursuant to this Section 2.20 and, and for all purposes ofif offered an opportunity to participate, this Agreement a Lender shall be increased by the aggregate amount of such increasenot have any obligation to participate.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the date that is six (6) months prior to the Termination Date, with the written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), increase the aggregate amount of the Commitments by adding delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to this Agreement the Administrative Agent at least five (5) Business Days (or such shorter period of time as the Administrative Agent may reasonably consent) prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more Eligible Assignees additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that are (i) the aggregate amount of the Commitments shall not be increased by an amount in excess of $250,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already Lenders hereunder qualified by materiality or Material Adverse Effect, otherwise in all respects) on the effective date of such Commitment Amount Increase (except to issue additional Commitments the extent such representations and become Lenders hereunder warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender Material Adverse Effect, otherwise in all respects) as of such earlier date). The effective date of the Commitment Amount Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (bor, if applicable, existing Lender(s)) belowshall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) and is offered if any Eurodollar Loans are outstanding on the same terms as existing Commitmentsdate of such effectiveness, except for a closing fee specified by Borrowers, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof and (bii) increases under this Section 2.1.7 do the Borrower shall not exceed $25,000,000 in have previously terminated any portion of the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 1.12 hereof. The Borrower agrees to pay any reasonable and increases pursuant documented out-of-pocket expenses of the Administrative Agent relating to this Section 2.1.7any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to the contrary, taken together, (x) no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Commitment, (y) such declining Lender shall have no consent right with respect to such Commitment Amount Increase, and (z) any new Lender shall be acceptable to the Administrative Agent (to the extent the consent of the Administrative Agent would be required in connection with an assignment to such new Lender under Section 12.12(a)(iii) hereof) with such consent not to be unreasonably withheld or delayed. Any Lender not responding within such period Upon the effectiveness thereof, Schedule 1 shall be deemed amended to have declined an increase. If Lenders fail to commit to reflect the full requested increase, Eligible Assignees may issue additional Commitments Commitment Amount Increase and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders andnew Lender (or, if necessaryapplicable, Eligible Assignees. Provided the conditions set forth existing Lender) shall advance Loans in clauses (a) and (b) (and if a Borrowing is an amount sufficient such that after giving effect to be made in connection with such increase, clauses (d), (e) and (f)) its Loans each Lender shall have outstanding its Percentage of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures all Loans outstanding under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseCommitments.

Increase in Commitments. Borrowers may (a) At any time after the Effective Date and no more than two times during any calendar year, the Borrower may, by written notice to the Paying Agent, request an increase in Commitments at any time or from time to time upon notice to Administrative Agent by adding that the Total Commitments be increased; provided that the aggregate amount of each such increase pursuant to this Agreement one or more Eligible Assignees that are Section 2.19 shall not already Lenders hereunder to issue additional Commitments be less than $20,000,000 and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum aggregate amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and all such increases pursuant to this Section 2.1.72.19 shall not cause the aggregate amount of Total Commitments to exceed $1,750,000,000. Any such notice shall set forth the amount of the requested increase in the Total Commitments and the date on which such increase is requested to become effective. The Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), taken togetherwhich may include any Lenders, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the requested amount of the increase in the Total Commitments; provided that each Augmenting Lender, if not already a Lender hereunder, shall be made, and in no event shall any reduction or increase occur within 6 months subject to the approval of the date Paying Agent (not to be unreasonably withheld). Increases of Commitments and new Commitments created pursuant to this paragraph (a) shall become effective upon the execution and delivery by Parent, the Borrower, the Paying Agent and any previous reduction Lenders (including any Augmenting Lenders) agreeing to increase their existing Commitments or increaseextend new Commitments, as the case may be, of an agreement providing for such increased or additional Commitments, subject to the satisfaction of any conditions set forth in such agreement. Notwithstanding the foregoing, no increase in the Total Commitments (dor in the Commitment of any Lender) no Event of Default has occurred and is continuing as of shall become effective under this paragraph (a) unless, on the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided (i) the conditions set forth in clauses paragraphs (a) and (b) of Sections 4.02 shall be satisfied (and if as though a Borrowing is were being made on such date); provided that for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to be made in connection with refer to the most recent audited financial statements available on the date of such increase, clauses (d), (e) increase and (f)ii) the Paying Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer or a Financial Officer of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments Parent and the total Commitments underBorrower. The Borrower is not required to offer any Lender an opportunity to participate in any increase pursuant to this Section 2.19 and, and for all purposes ofif offered an opportunity to participate, this Agreement a Lender shall be increased by the aggregate amount of such increasenot have any obligation to participate.

Increase in Commitments. The Borrowers may request an increase in Commitments from time to time, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by the Company 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 Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $600,000,000, and (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000. The effective date of any Commitment Amount Increase shall be agreed upon notice to by the Company, on behalf of the Borrowers, and the Administrative Agent by adding to this Agreement one Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more the existing Lenders shall make such assignments (which assignments shall not be subject to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit requirements set forth in clause Section 14.12) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (bincluding the Lenders providing the Commitment Xxxxxx Xxxxxxxx) belowwill hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) and is offered either no Eurocurrency Loans be outstanding on the same terms as existing Commitments, except for a closing fee specified date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by Borrowers, any Lender resulting from the repayment of its Loans and (bii) increases under this Section 2.1.7 do the Borrowers shall not exceed $25,000,000 in have terminated any portion of the aggregate, (c) no more than three (3) reductions in Revolving Credit Commitments pursuant to Section 2.1.4 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and increases pursuant to this Section 2.1.7, taken together, no Lender’s Revolving Credit Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Revolving Credit Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, at its option, at any time or from time to time upon notice prior to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue the Termination Date, increase the Total Commitments (each such increase, a “Commitment Increase” and the additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders pursuant to increase their respective Commitments each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $225,000,000 (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (other than requests for the entire remaining amount under “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the aggregate limit set forth Minimum Increase Amount) by requesting that existing Lenders or new lenders commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of clause (b) below) ii); and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (ciii) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases new lender shall become a Lender pursuant to this Section 2.1.7, taken together, shall be made, 2.21 unless such lender is an Eligible Assignee and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the requested increase andand the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, within 10 Business Days thereaftera “New Lender Supplement”), each substantially in the form of Exhibit E, whereupon such New Lender shall notify Administrative Agent if become a Lender for all purposes and to what the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement to such Lender commits extent. On any Increased Facility Closing Date, subject to increase its Commitment. Any Lender not responding within such period the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall be deemed to have declined assign to each Person with Incremental Commitments (each, an increase. If “Incremental Lender”) and each of the Incremental Lenders fail shall be deemed to commit purchase from each of the Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the full requested increaseaddition of such Incremental Commitments to the Commitments, Eligible Assignees may issue additional Commitments (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is a New Lender shall become Lenders hereundera Lender in accordance with the immediately preceding sentence. Administrative Agent The terms and Borrower Agent shall determine the allocation provisions of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) Incremental Loans and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Incremental Commitments shall be increased by substantially identical to the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders terms and Eligible Assignees) on a date agreed upon by Administrative Agent conditions of the Revolving Loans and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may The Borrower shall have the right exercisable 4 times to request an increases in the aggregate amount of the Commitments following the Agreement Date by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $600,000,000. Each such increase in the Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall must be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a an aggregate minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth 20,000,000 and integral multiples of $500,000 in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoingexcess thereof. The Administrative Agent shall promptly notify Lenders each Lender of any such request. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the requested syndication of such increase andin the Commitments, within 10 Business Days thereafterincluding selecting from among the existing Lenders and/or other banks, financial institutions and other institutional lenders those to be approached with respect to such increase and making the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, subject to the Borrower's approval (not to be unreasonably withheld or delayed). No Lender shall notify Administrative Agent if and to what extent such Lender commits be obligated in any way whatsoever to increase its Commitment. Any If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders' relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans and the aggregate amount of payments previously made by the Lenders under Section 2.3.(j) and not responding within reimbursed by the Borrower, by making available to the Administrative Agent for the account of such period other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of Revolving Loans and such payments to be purchased by such Lender, plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be deemed in existence on the effective date of such increase or (y) any Continuing Representation is not true or correct on the effective date of such increase (or would not be true after giving effect to have declined an such increase). If Lenders fail the Borrower requests an increase in the Commitments but it is not effected because the conditions to commit to such increase are not satisfied, the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunderrequest will not count against the Borrower's four-time limit on such requests. Administrative Agent and Borrower Agent shall determine In connection with any increase in the allocation aggregate amount of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses pursuant to this Section (a) and (b) (and if any Lender becoming a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders party hereto shall execute and deliver such documents and agreements as the Administrative Agent may reasonably requests to evidence request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment at the time of the effectiveness of the applicable increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseCommitments.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time Borrower shall have the right exercisable 5 times, upon at least 10 Business Days’ notice to the Administrative Agent and the Lenders, to request (i) increases in the Revolving Commitments or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to $750,000,000 to a maximum aggregate amount not to exceed $1,600,000,000 (reduced to the extent Borrower has terminated or reduced the Revolving Commitments) by either adding new lenders as Lenders (subject to this Agreement the Administrative Agent’s prior written approval of the identity of any such new lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing of the then current Lenders to increase its or their respective Revolving Commitments (but no existing Lender shall or to make Additional Term Loans. Each such increase in the Commitments or the making of Additional Term Loans must be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a an aggregate minimum amount of $5,000,000 (other than requests for 50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the entire remaining amount under making of Additional Term Loans or a combination thereof. Effecting any increase of the aggregate limit set forth in clause (b) below) and is offered on Revolving Commitments or the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases making of Additional Term Loans under this Section 2.1.7 do not exceed $25,000,000 is subject to the following conditions precedent: (x) no Default or Unmatured Default has occurred, is then continuing or shall be in existence on the aggregateeffective date of such increase of Revolving Commitments or making of Additional Term Loans, (cy) no more than three the representations and warranties (3subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) reductions contained in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, Article V shall be made, true and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing correct as of the effective date of such increase, except to the request extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for increase and immediately before and after giving effect theretochanges in factual circumstances not prohibited under the Loan Documents, and (ez) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of have received an Amendment Regarding Increase by the requested increase andBorrower, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation new lender or existing Lender providing such increase of the increased Revolving Commitments among committing Lenders andor Additional Term Loans, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) copy of Section 6.2 are satisfied, total Commitments which shall be increased forwarded to each Lender by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent promptly after execution thereof and Borrower Agentall documentation and opinions as the Administrative Agent may reasonably request, but no later than 45 days following Borrowers’ increase request. in form and substance satisfactory to the Administrative Agent, Borrowers, and new and . In no event will any existing Lenders Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall execute and deliver specifically agree in writing to provide such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of CommitmentsRevolving Commitments or making of Additional Term Loans at such time. On the effective date of an increaseany such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Revolver Usage Parent and other exposures the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Springing Guaranty and the Subsidiary Guaranty, respectively. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments shall be reallocated among and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, and settled by Administrative Agent if necessaryin same day funds, in accordance with Lenders’ adjusted shares an amount equal to (A) the portion of the outstanding principal amount of such Commitments and the total Commitments underRevolving Loans to be purchased by such Lender, and for all purposes of, this Agreement shall be increased by plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2A.6(b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such increasedate on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $1,600,000,000 without the approval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. Borrowers may request an increase in Commitments Borrower may, at its option, at any time or from time to time upon notice prior to Administrative Agent the Revolving Facility Termination Date, increase the Total Commitments by adding up to this Agreement one or more Eligible Assignees that are $200,000,000 to an aggregate principal amount not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or exceed $550,000,000 by allowing one or more requesting the existing Lenders or new lenders to increase their respective Commitments commit to any such increase; provided that: (but a) no existing Lender shall be required toto commit to any such increase; (b) no such increase shall become effective unless at the time thereof and after giving effect thereto (i) no Default or Event of Default shall have occurred and be continuing, (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time, provided, that, to the extent any such representation and warranty is already qualified by materiality or by reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (iii) Administrative Agent shall have any obligation to, increase its Commitments), as long as received a certificate from Borrower to the effect of (ai) the requested increase is in a minimum amount and (ii) of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) ); and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases new lender shall become a Lender pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. 2.21 unless Administrative Agent shall promptly notify Lenders of the requested increase andhave given its prior written consent, within 10 Business Days thereafter, each Lender which consent shall notify Administrative Agent if not be unreasonably withheld. Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and to what extent such Lender commits to increase its Commitmentlenders may agree. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to increase in the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Total Commitments shall be increased by a Class A Commitment. Such increase in the requested amount Commitments shall become effective on the date (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assigneesthe “Increased Facility Closing Date”) on a date agreed upon by specified in an activation notice delivered to Administrative Agent no less than five (5) Business Days prior to effective date of such notice specifying the amount of the increase and Borrower Agentthe effective date thereof. Each new lender that provides any part of such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, but no later than 45 days following Borrowers’ increase requesta “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such 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. Unless otherwise agreed by Administrative Agent, Borrowerson each Increased Facility Closing Date, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in and allocations an amount determined by reference to the amount of Commitments. On the effective date each Type of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessaryLoan (and, in accordance with Lenders’ adjusted shares the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Commitments Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and the total Commitments under, and for all purposes of, this Agreement shall be increased by (ii) the aggregate amount of each such increaseType or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and the relevant Lender).

Increase in Commitments. (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this Section 2.10 and with the approval of Administrative Agent, Borrowers may request an increase in Commitments shall have the option, at any time and from time to time upon time, before the Maturity Date to request the increase of the Total Real Estate Revolving Loan Commitment or the increase of the Total A/R Revolving Loan Commitment (each, a “Commitment Increase”), in an aggregate amount not to exceed $140,000,000.00100,000,000.00 (such that the Total Commitment shall not exceed $500,000,000.00), by giving written notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees (each, an “Increase Notice”), each of which shall specify the date (each, an “Increase Effective Date”) on which Borrowers propose that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender the applicable Commitment Increase shall be required toeffective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent, and the Commitment to be increased; provided that any such individual increase of the Real Estate Revolving Loan Commitment or have any obligation to, increase its Commitments), as long as (a) the requested increase is A/R Revolving Loan Commitment must be in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth 5,000,000.00 and increments of $5,000,000.00 in clause (b) below) excess thereof unless otherwise approved by Administrative Agent in its sole discretion. Upon receipt of any Increase Notice, Administrative Agent shall consult with KeyBanc and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months notify Parent of the date amount of the facility fees to be paid to any previous reduction Real Estate Revolving Loan Lenders or increaseA/R Revolving Loan Lenders, as the case may be, (d) no Event of Default has occurred and is continuing as who provide a portion of the date Commitment Increase pursuant to such Increase Notice in connection with such increase in the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be (which shall be in addition to the fees to be paid to Administrative Agent and KeyBanc pursuant to the Administrative Agent Fee Letter). If Borrowers agree to pay the facility fees so determined, Administrative Agent shall send a notice to all Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be (each, a “Commitment Increase Request Notice”), informing them of Borrowers’ request to increase the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, and of the request for increase and immediately before and after giving effect facility fees to be paid with respect thereto. Each Real Estate Revolving 65 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 Loan Lender or A/R Revolving Loan Lender, and (e) as the case may be, who desires to provide a portion of the Commitment Increase upon such terms shall provide Administrative Agent with a written commitment letter specifying the portion of the Commitment Increase which it is willing to provide prior to such deadline as may be specified in the Commitment Increase Request Notice. If the requested increase does is oversubscribed, Administrative Agent and KeyBanc shall allocate the Commitment Increase among the Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, who provide such commitment letters on such basis as Administrative Agent and KeyBanc shall determine in their sole discretion. If the increases to the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, so provided are not cause sufficient to provide the Commitments full amount of the Commitment Increase requested by Borrowers, then Administrative Agent, KeyBanc or Borrowers may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to exceed any applicable cap under Administrative Agent, KeyBanc and Parent) to become a Real Estate Revolving Loan Lender or an A/R Revolving Loan Lenders, as the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g)case may be, and any Refinancing Debt in respect provide a portion of the foregoingCommitment Increase. Administrative Agent shall promptly notify provide all Lenders with a notice setting forth the amount, if any, of the requested increase andCommitment Increase to be provided by each Real Estate Revolving Loan Lender or A/R Revolving Loan Lender, within 10 Business Days thereafteras the case may be, each and the revised Real Estate Revolving Loan Commitment Percentages or A/R Revolving Loan Commitment Percentages, as the case may be, which shall be applicable after the Increase Effective Date. In no event shall any Lender shall notify Administrative Agent if and to what extent such Lender commits be obligated to increase its Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be. Any Lender not responding within such period (b) The terms and provisions of the Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, made pursuant to the Commitment Increases shall be deemed to have declined an increase. If Lenders fail to commit as follows: (i) terms and provisions of Loans made pursuant to the full requested increaseCommitment Increases shall be identical to the existing Real Estate Revolving Loans or A/R Revolving Loans, Eligible Assignees as the case may issue additional Commitments be (except as otherwise set forth in Section 2.10(a) with respect to the facility fees paid in connection therewith), it being understood that the Loans made pursuant to the Commitment Increases will be, for all intents and become Lenders hereunderpurposes, Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, and all references in the Loan Documents to Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, shall be deemed, unless the context otherwise requires, to include references to Loans made pursuant to the Commitment Increases that are Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, made pursuant to this Agreement; and (ii) the maturity date of Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, shall be the Maturity Date. (c) Upon each Increase Effective Date of each increase in the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, pursuant to this Section 2.10, (i) the applicable Commitment Increase shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrowers, Guarantors, Administrative Agent and Borrower Agent shall determine each Lender making a portion of such Commitment Increase, in form and substance reasonably satisfactory to each of them, and the allocation Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the increased Commitments among committing Lenders andother Loan Documents as may be necessary or appropriate, if necessary, Eligible Assignees. Provided in the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) opinion of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowersto effect the provisions of this Section 2.10, (ii) Administrative Agent may unilaterally revise Schedule 1.1(a) to reflect the name and address, Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be, and new Real Estate Revolving Loan Commitment Percentage or A/R Revolving Loan Commitment Percentage, as the case may be, of each Lender following such increase and existing Lenders (iii) Borrowers shall execute and deliver such documents and agreements as to Administrative Agent reasonably requests to evidence a new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the increase in and allocations of Commitments. On case may be, for each Real Estate Revolving Loan Lender or A/R Revolving Loan Lender, as the effective date of an increasecase may be, whose Real Estate 66 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 Revolving Loan Commitment or A/R Revolving Loan Commitment, as the Revolver Usage and other exposures under case may be, has changed so that the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate principal amount of such increase.Real Estate Revolving Loan Lender’s or A/R Revolving Loan Lender’s, as the case may be, Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, shall equal its Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be. Administrative Agent shall deliver such replacement Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, to the respective Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, in exchange for the Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, replaced thereby which shall be surrendered by such Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be. Each such new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, shall provide that it is a replacement for the applicable surrendered Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, and that it does not constitute a novation, shall be dated as of the applicable Increase Effective Date and shall otherwise be in substantially the form of the replaced Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be. Concurrently with the issuance of any new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, pursuant to this Section 2.10(c), Borrowers shall deliver an opinion of counsel, addressed to the Lenders and Administrative Agent, relating to the due authorization, execution and delivery of such new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, shall be canceled and returned to Borrowers. (d) Notwithstanding anything to the contrary contained herein, Borrowers may not request any Commitment Increase unless the following conditions precedent are satisfied prior to the effectiveness of thereof, which conditions cannot be waived without the consent of all of the Lenders: (i)

Increase in Commitments. The Borrowers may request an increase in Commitments from time to time, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by the Company 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 Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional exceed $1,700,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as in an amount not less than $25,000,000 and (aiii) each of the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit representations and warranties set forth in clause (b) below) Section 7 and is offered in the other Loan Documents shall be and remain true and correct in all material respects on the same terms as existing Commitmentseffective date of such increase (where not already qualified by materiality, otherwise in all respects), except for a closing fee specified to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (bor, if applicable, existing Lender(s)) increases shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under this Section 2.1.7 do 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not exceed $25,000,000 in have terminated any portion of the aggregate, (c) no more than three (3) reductions in Revolving Credit Commitments pursuant to Section 2.1.4 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and increases pursuant to this Section 2.1.7, taken together, no Lender’s Revolving Credit Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its written consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Revolving Credit Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms So long as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction Default or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as or would result therefrom, upon notice to the Administrative Agent, at any time after the Closing Date, the Borrower may request one or more Additional Term Commitments or one or more Additional Revolving Credit Commitments (it being understood and agreed that (i) at the election of the date Borrower, such additional commitments in respect of any term loans may be implemented through the request for increase addition of additional new tranches of such loans instead of being implemented as increases in the applicable Commitments and immediately before and (ii) if the Borrower makes such election, the provisions of this Section shall be read in a manner that permits such election to be implemented); provided that (i) after giving effect theretoto any such addition, the aggregate amount of Additional Term Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $300,000,000, (eii) the requested increase does not cause the Commitments to exceed any applicable cap such addition shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt aggregate limit in respect of Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the foregoing. Administrative Agent final maturity date of any Additional Term Loans shall promptly notify Lenders be no earlier than the Latest Maturity Date, (iv) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the Term Loans outstanding prior to such proposed incurrence of Additional Term Loans (the “Outstanding Term Loans”), (v) the Applicable Rate with respect to any Additional Term Loans shall be determined by the Borrower and the lenders of the requested increase andAdditional Term Loans; provided that in the event that the Applicable Rate for any Additional Term Loans is greater than the Applicable Rate for the Outstanding Term Loans by more than 50 basis points, within 10 Business Days thereafterthen the Applicable Rate for the Outstanding Term Loans shall be increased to the extent necessary so that the Applicable Rate for the Additional Term Loans is not more than 50 basis points higher than the Applicable Rate for the Outstanding Term Loans, and the Applicable Rate for the Revolving Credit Facility (including at each Lender point in the grid) shall notify Administrative Agent if and be increased by a like amount; provided, further, that, in determining the Applicable Rate with respect to what extent such Lender commits Additional Term Loans or Outstanding Term Loans pursuant to increase its Commitment. Any Lender not responding within such period this clause (v), (x) original issue discount (“OID”) or upfront or similar fees (which shall be deemed to have declined an increase. If Lenders fail to commit constitute like amounts of OID) payable by the Borrower to the full requested increaselenders providing such Additional Term Loans or such Outstanding Term Loans in the primary syndication thereof (with OID being equated to interest based on an assumed four-year life to maturity) shall be included, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (ay) and customary arrangement or commitment fees payable to any lead arranger (bor its affiliates) (and if a Borrowing is to be made in connection with the Outstanding Term Loans or the Additional Term Loans shall be excluded, and (z) if the lowest permissible Eurodollar Rate is greater than 1.5% or the lowest permissible Base Rate is greater than 2.5% for such increaseAdditional Term Loans, clauses the difference between such “floor” and 1.5%, in the case of Eurodollar Loans, or 2.5%, in the case of Base Rate Loans, shall be equated to an increase in the Applicable Rate for purposes of this clause (dv), (evi) and no Lender shall be required to participate in the Additional Term Commitments or the Additional Revolving Credit Commitments, (fvii) subject to clause (iv)) of Section 6.2 are satisfied, total the amortization schedule applicable to the Additional Term Commitments shall be increased determined by the requested amount Borrower and the lenders thereof and (viii) the Additional Term Loans shall rank pari passu or at Borrower Agent’s electionjunior in right of payment and of security with the Revolving Credit Loans and the Term Loans, such lesser amount committed by existing Lenders and Eligible Assigneesin each case in this clause (viii) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. terms reasonably satisfactory to the Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) The Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit “D”, request that the Tranche A Commitments and the Tranche B Commitments be increased by an aggregate amount not to exceed $400,000,000; provided that the Borrower may not make more than 3 such requests and each request shall be to increase both Classes of Commitments by an equal amount. Such notice shall set forth the amount of the requested aggregate increase is (which shall be in a minimum aggregate amount of $100,000,000 and in minimum aggregate increments of $5,000,000 above that amount, in each case, divided equally between the two Classes), and the date on which such increase is requested to become effective (other which shall be not less than requests for 10 days nor more than 60 days after the entire remaining amount under date of such notice and which, in any event, must be on or prior to the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitmentsthen applicable Commitment Termination Dates, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 provided that no increase in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases may be requested pursuant to this Section 2.1.72.9 on or prior to July 1, taken together2014). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall be madegive notice promptly to each Bank substantially in the form of Exhibit “E”, and in no event shall any reduction or which notice will offer each such Bank the opportunity to increase occur within 6 months its Commitment of each Class by its applicable Pro Rata Share of the date proposed increased amount for such Class. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of any previous reduction or increaseExhibit “F”, as the case may be, (d) no Event of Default has occurred and is continuing as of given not more than 10 days after the date of the request for increase and immediately before and after giving effect theretoAdministrative Agent’s notice, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits either agree to increase its Commitment. Any Lender Commitments by all or a portion (provided such portion is divided equally between the Classes) of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase such Commitments (and any Bank that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase such Commitments) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If Lenders fail For greater certainty, a Bank may only agree to commit increase both of its Commitments or decline to increase both of its Commitments. In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the full third sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested increaseby the Borrower, Eligible Assignees the Borrower may issue additional arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank shall extend or increase Commitments of each Class by an equal amount, each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and become Lenders the Borrower and each Augmenting Bank that is not an existing Bank shall execute such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to Any such increase may be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased an amount that is less than the increase requested by the requested amount (Borrower if the Borrower is unable to arrange for, or at chooses not to arrange for, Augmenting Banks. The Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests an amendment to evidence Exhibit “H” evidencing the increase in and allocations of revised Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms So long as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction Default or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing or would result therefrom, upon notice to the Administrative Agent, at any time after the Closing Date, the Borrower may request one or more Additional Term Commitments or one or more Additional Revolving Credit Commitments (it being understood and agreed that (i) at the election of the Borrower, such additional commitments in respect of any term loans may be implemented through the addition of additional new tranches of such loans instead of being implemented as increases in the applicable Commitments and (ii) if the Borrower makes such election, the provisions of this Section shall be read in a manner that permits such election to be implemented; provided that (x) the final maturity date of any such new tranche of term loans shall be no earlier than the Maturity Date for the Term Loans and (y) the weighted average life to maturity of any such new tranche of term loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans); provided that (i) after giving effect to any such additional commitments, the aggregate amount of Additional Term Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $275,000,000 (minus the aggregate principal amount of any Permitted Additional First Lien Debt the proceeds of which are not used solely to repay Term Loans) unless, after giving effect to any such additional commitments, the Consolidated Senior Secured Leverage Ratio, computed on a Pro Forma Basis as of the date last day of the request most recently ended fiscal quarter of the Borrower for increase and immediately before and after giving effect theretowhich financial statements have been delivered, and would be no greater than 3.00 to 1.0; (eii) the requested increase does not cause the Commitments to exceed any applicable cap such addition shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt aggregate limit in respect of Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the foregoing. Administrative Agent final maturity date of any Additional Term Loans shall promptly notify Lenders be no earlier than the Maturity Date for the Term Loans, (iv) the weighted average life to maturity of the requested increase andAdditional Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans (excluding the Delayed Term Loan), within 10 Business Days thereafter, each (v) no Lender shall notify Administrative Agent be required to participate in the Additional Term Commitments or the Additional Revolving Credit Commitments, (vi) the interest rate and amortization schedule applicable to the Additional Term Commitments shall be determined by the Borrower and the lenders thereof; provided that if such Additional Term Commitments are incurred within 18 months of the Closing Date then and only then in the event that the interest margins applicable to what such Additional Term Commitments is greater than the interest margins for the Term Facility by more than 50 basis points, then the interest margins for the Term Facility shall be increased to the extent necessary so that the interest margins for such Lender commits Additional Term Commitments are no more than 50 basis points greater than the interest margins for the Term Facility; provided, further, that in determining the interest margins applicable to increase its Commitment. Any Lender not responding within such period the Term Facility and the Additional Term Commitments, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to have declined an increase. If Lenders fail to commit constitute like amounts of OID) payable by Borrower to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Term Facility or the Additional Term Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided in the conditions set forth in clauses primary syndication thereof shall be included (awith OID being equated to interest based on an assumed four-year life to maturity) and (by) customary arrangement or commitment fees payable to the Arrangers (and if a Borrowing is to be made or their affiliates) in connection with such increase, clauses the Term Facility or to one or more arrangers (d), (e) and (f)or their affiliates) of Section 6.2 are satisfied, total the Additional Term Commitments shall be increased by excluded and (vii) the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders Additional Term Loans shall rank pari passu in right of payment and Eligible Assignees) on a date agreed upon by Administrative Agent of security with the Revolving Credit Loans and Borrower Agent, but no later than 45 days following Borrowers’ increase requestthe Term Loans. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Any Additional Revolving Credit Commitments shall be reallocated among Lenders, on the same terms and settled by Administrative Agent if necessary, in accordance pursuant to the same documentation applicable to the Revolving Credit Facility (it being understood that customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) of the Additional Revolving Credit Commitments may be different than those paid with Lenders’ adjusted shares of such Commitments and respect to the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseRevolving Credit Facility).

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent by adding at least five (5) Business Days prior to this Agreement the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more Eligible Assignees additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that are (i) the aggregate amount of the Commitments shall not be increased by an amount in excess of $70,000,000,100,000,000, (ii) any Commitment Amount Increase shall be in an amount of not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects where not already Lenders hereunder qualified by materiality or Material Adverse Effect, otherwise in all respects at the time of such request and on the effective date of such Commitment Amount Increase (except to issue additional Commitments the extent such representations and become Lenders hereunder warranties relate to an earlier date, in which case they are true and correct in all material respects where not already qualified by materiality or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender Material Adverse Effect, otherwise in all respects as of such date). The effective date of the Commitment Amount Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (bor, if applicable, existing Lender(s)) belowshall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) and is offered if any Eurodollar Loans are outstanding on the same terms as existing Commitmentsdate of such effectiveness, except for a closing fee specified by Borrowers, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof and (bii) increases under this Section 2.1.7 do the Borrower shall not exceed $25,000,000 in have previously terminated any portion of the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 1.12 hereof. The Borrower agrees to pay any reasonable and increases pursuant documented, out-of-pocket expenses of the Administrative Agent relating to this Section 2.1.7any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to the contrary, taken together, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers At any time prior to 30 days after the close of the primary syndication as reasonably determined and established by the Administrative Agent, in the event that sufficient commitments are received from banks and other financial institutions (other than Bank of Montreal and Bank of America National Trust and Savings Association (herein, the "Initial Lenders")), such that the Initial Lenders remaining Commitments, after giving effect to the syndication of the credit facilities provided for herein, are at their desired initial hold levels, and the aggregate Commitments hereunder and commitments under the Five-Year Credit Agreement exceed $250,000,000 (such excess being referred to herein as the "Overage"), then in that event the Administrative Agent shall notify the Company of the Overage, and the Company may request an that the aggregate Commitments hereunder be increased by the lesser of $20,000,000 and 40% of the Overage by offering such increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder banks or other financial institutions (each such bank or financial institution being hereinafter referred to issue additional as an "Additional Lender") selected by the Company and acceptable to the Lead Arrangers, Book Managers, and Syndication Agents and the Administrative Agent. Such increase in the Commitments and become Lenders hereunder or by allowing one or more existing Lenders shall also be subject to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as the satisfaction of the following conditions: (a) the requested each such increase shall be at least $2,000,000 or such greater amount which is in a minimum amount of an integral multiple $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause 1,000,000; (b) below) the Administrative Agent shall have received an acknowledgement agreement providing for such increase in form and is offered on substance satisfactory to it executed by the same terms as existing CommitmentsCompany, except for a closing fee specified by Borrowersthe Administrative Agent, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in and the aggregate, relevant Additional Lender; and (c) no more than three (3) reductions the Administrative Agent shall have received a Note duly executed by the Company in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months favor of the date relevant Additional Lender. Upon the satisfaction of any previous reduction or increasesuch conditions, as the case may be, (d) no Event of Default has occurred and is continuing effective as of the date set forth above in such acknowledgement agreement, each such Additional Lender shall thereafter be a "Lender" party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Lender hereunder and subject to the obligations of a Lender hereunder to the extent of its Commitment and Exhibit A shall be deemed amended reflecting the increase in the aggregate Commitments caused by the inclusion of the request for increase and immediately before and Commitment of the Additional Lender. Concurrently with the effectiveness of such increase, each Additional Lender shall fund its percentage of the outstanding Loans to the Administrative Agent so that after giving effect theretothereto each Lender, and including the Additional Lender, holds a pro rata share (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares its Commitment percentage) of such Commitments the outstanding Loans and the total Commitments under, and for Company shall pay to each Lender all purposes of, this Agreement shall be increased by amounts due under Section 3.6 hereof as a result of any prepayment of any outstanding LIBOR Portions of the aggregate amount of such increaseLoans.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent by adding at least five (5) Business Days prior to this Agreement the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more Eligible Assignees additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that are (i) the aggregate amount of the Commitments shall not be incurred to an amount in excess of $500,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already Lenders hereunder qualified by materiality, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to issue additional Commitments the extent such representations and become Lenders hereunder or warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender materiality, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (bor, if applicable, existing Lender(s)) belowshall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) and is offered if any SOFR Loans are outstanding on the same terms as existing Commitmentsdate of such effectiveness, except for a closing fee specified by Borrowers, such SOFR Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof and (bii) increases under this Section 2.1.7 do the Borrower shall not exceed $25,000,000 in have terminated any portion of the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 1.12 hereof. The Borrower agrees to pay any reasonable and increases pursuant documented, out-of-pocket expenses of the Administrative Agent relating to this Section 2.1.7any Commitment Amount Increase and, taken togethersolely to the extent agreed upon in writing between Administrative Agent and the Borrower (it being acknowledged that Borrower shall have no obligation to enter into any such agreement), any arrangement fees related thereto. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments (i) The Borrower shall have the option, without the consent of the Lenders, from time to time upon notice to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent by adding and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more Eligible Assignees that are not already financial institutions as Lenders hereunder to issue additional Commitments and become Lenders hereunder (collectively, the “New Lenders”) or by allowing one or more existing Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,000,000,000, (but C) no existing Lender Lender’s Commitment shall be required toincreased without such Lender’s consent, or have any obligation toand (D) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by the Borrower, increase its Commitments)the Administrative Agent, as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) New Lenders, if any, and is offered on the same terms as existing Lenders increasing their Commitments, except for a closing fee specified by Borrowersif any, (b) increases under this Section 2.1.7 do not exceed $25,000,000 and which shall indicate the amount and allocation of such increase in the aggregate, Aggregate Commitments and the effective date of such increase (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section 2.1.7, taken together, by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be made, a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and in no event shall prepay Loans on each Increase Effective Date (and pay any reduction or increase occur within 6 months additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and each Lender ratable with such Lender’s revised Applicable Percentage after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the nonratable increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures Aggregate Commitments under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseSection.

Increase in Commitments. Borrowers may request an (a) Borrower shall have the option, without the consent of the Lenders, to cause a single increase in Commitments from time the Term Commitment by adding, subject to time upon notice to the prior approval of Administrative Agent by adding (such approval not to be unreasonably withheld), to this Agreement one or more Eligible Assignees that are not already financial institutions as Lenders hereunder to issue additional Commitments and become Lenders hereunder (collectively, the "New Term Lenders") or by allowing one or more existing Lenders to increase their respective Commitments Term Commitments; provided however that: (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (ai) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant prior to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect theretoto the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall cause the Term Commitment to exceed $725,000,000, (iii) no Lender's Term Commitment shall be increased without such Lender's consent, (iv) such increase shall be evidenced by a Commitment Increase Supplement in form and substance acceptable to Administrative Agent and executed by Borrower, Administrative Agent, New Term Lenders, if any, and Lenders increasing their Term Commitments, if any, and which shall indicate the amount and allocation of such increase in the Term Commitment and the effective date of such increase (the "Term Loan Increase Effective Date"), and (ev) Borrower shall use all proceeds of such increase (A) to finance all or a portion of the requested increase does not cause purchase price of the Commitments TXU Fuel Acquisition and (B) to exceed any applicable cap under pay the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), out-of-pocket expenses incurred and any Refinancing Debt fees payable in respect of the foregoingTXU Fuel Acquisition and this Agreement. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit Subject to the full requested increase, Eligible Assignees may issue additional Commitments terms and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses hereof (aincluding Section 10.14) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by provided that the aggregate amount of all Term Loans does not exceed the total Term Commitment, (i) each New Lender agrees to make a Term Loan to Borrower on the Term Loan Increase Effective Date in the amount of such Lender's Term Commitment set forth on the revised Lender Schedule, and (ii) each existing Lender agrees to make a Term Loan to Borrower on the Term Loan Increase Effective Date in the amount of the increase, if any, in such Lender's Term Commitment.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) The Borrower may, by written notice to the requested increase is in Administrative Agent, request (each such request, a minimum “Commitment Increase Request”) that the Total Commitment be increased by an amount of not to exceed $5,000,000 (other than requests for the entire remaining amount under 45,000,000 such that the aggregate limit set forth in clause (b) below) and Total Commitment is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant $175,000,000 after giving effect to Section 2.1.4 and all such increases pursuant from the Amendment No. 3 Effective Date until one year prior to this Section 2.1.7the Facility Termination Date, taken together, shall be made, and in provided that no event shall any reduction Default or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as at the time of such Commitment Increase Request and on the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoingsuch increase. The Administrative Agent shall promptly notify Lenders deliver a copy of such Commitment Increase Request to each Lender. The Borrower shall set forth in such Commitment Increase Request the amount of the requested increase andin the Total Commitment (which shall be in a minimum amount of $5,000,000 and in minimum increments thereafter of $5,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 20 Business Days nor more than 60 days after the date of such notice and that, within in any event, must be at least 385 days prior to the Facility Termination Date), and shall offer each Lender the opportunity to increase its Commitment by its Commitment Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 Business Days thereafter, each Lender shall notify after the date of delivery by the Administrative Agent if and to what extent such Lender commits of the Borrower’s Commitment Increase Request, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each such Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any such Lender that does not responding deliver such a notice within such period of 10 Business Days shall be deemed to have declined an increaseto increase its Commitment and each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). If at the end of the 10 Business Day period referred to above there are any Non-Increasing Lenders, the Administrative Agent shall offer to each Increasing Lender the opportunity to increase its Commitment by all or a portion of the remaining amount of the requested increase that the Non-Increasing Lenders fail did not accept and, if such Increasing Lenders offer to increase their Commitments by more than such remaining amount, the Administrative Agent shall allocate such remaining amount among such Increasing Lenders on a pro rata basis based upon each such Lender’s Commitment Percentage. If, on the 11th Business Day after the Administrative Agent shall have delivered a copy of a request by the Borrower to the Lenders as set forth above, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment so requested by the Borrower, the Borrower may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (each such person so agreeing being an “Augmenting Lender”), to commit to making Loans pursuant to a Commitment hereunder in an amount no less than $5,000,000, and the full requested increase, Eligible Assignees may issue additional Commitments Borrower and become Lenders each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Administrative Agent and Borrower Agent shall determine Any increase in the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to Total Commitment may be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased an amount that is less than the increase requested by the requested amount (Borrower if the Borrower is unable to arrange for, or at Borrower Agent’s electionchooses not to arrange for, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Augmenting Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may The Borrower shall have the right, subject to receipt of the prior consent of the Administrative Agent, to request an increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $100,000,000 less the aggregate amount of the reductions, if any, of the Commitments pursuant to Section 2.8. Each such increase in the Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall must be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other than requests Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the entire remaining account of such other Lenders, in same day funds, an amount under equal to (A) the aggregate limit set forth in clause portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (bB) below) interest accrued and is offered unpaid to and as of such date on such portion of the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases outstanding principal amount of such Revolving Loans. Effecting the increase of the Commitments under this Section 2.1.7 do is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not exceed $25,000,000 prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Secretary or Assistant Secretary (or other individual performing similar functions) of (A) all corporate or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders, covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the aggregate, (c) no more than three (3) reductions amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, any Lender becoming a party hereto shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d1) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent may reasonably requests request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to evidence the increase in Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and allocations of Commitments. On the effective date of an increaseanti-money laundering rules and regulations, including without limitation, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasePatriot Act.

Increase in Commitments. The Borrowers may request an increase in Commitments from time to time, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by the Company 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 Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional exceed $1,100,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as in an amount not less than $25,000,000 and (aiii) each of the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit representations and warranties set forth in clause (b) below) Section 7 and is offered in the other Loan Documents shall be and remain true and correct in all material respects on the same terms as existing Commitmentseffective date of such increase (where not already qualified by materiality, otherwise in all respects), except for a closing fee specified to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (bor, if applicable, existing Lender(s)) increases shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under this Section 2.1.7 do 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not exceed $25,000,000 in have terminated any portion of the aggregate, (c) no more than three (3) reductions in Revolving Credit Commitments pursuant to Section 2.1.4 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and increases pursuant to this Section 2.1.7, taken together, no Lender’s Revolving Credit Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its written consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if may at its option, unconditionally and to what extent such Lender commits without cause, decline to increase its Revolving Credit Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this Section 2.10 and with the approval of Administrative Agent, Borrowers may request an increase in Commitments shall have the option, at any time and from time to time upon time, before the Maturity Date to request the increase of the Total Real Estate Revolving Loan Commitment or the increase of the Total A/R Revolving Loan Commitment (each, a “Commitment Increase”), in an aggregate amount not to exceed $140,000,000.00 (such that the Total Commitment shall not exceed $500,000,000.00), by giving written notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees (each, an “Increase Notice”), each of which shall specify the date (each, an “Increase Effective Date”) on which Borrowers propose that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender the applicable Commitment Increase shall be required toeffective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent, and the Commitment to be increased; provided that any such individual increase of the Real Estate Revolving Loan Commitment or have any obligation to, increase its Commitments), as long as (a) the requested increase is A/R Revolving Loan Commitment must be in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth 5,000,000.00 and increments of $5,000,000.00 in clause (b) below) excess thereof unless otherwise approved by Administrative Agent in its sole discretion. Upon receipt of any Increase Notice, Administrative Agent shall consult with KeyBanc and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months notify Parent of the date amount of the facility fees to be paid to any previous reduction Real Estate Revolving Loan Lenders or increaseA/R Revolving Loan Lenders, as the case may be, (d) no Event of Default has occurred and is continuing as who provide a portion of the date Commitment Increase pursuant to such Increase Notice in connection with such increase in the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be (which shall be in addition to the fees to be paid to Administrative Agent and KeyBanc pursuant to the Administrative Agent Fee Letter). If Borrowers agree to pay the facility fees so determined, Administrative Agent shall send a notice to all Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be (each, a “Commitment Increase Request Notice”), informing them of Borrowers’ request to increase the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, and of the request for increase and immediately before and after giving effect facility fees to be paid with respect thereto. Each Real Estate Revolving Loan Lender or A/R Revolving Loan Lender, and (e) as the case may be, who desires to provide a portion of the Commitment Increase upon such terms shall provide Administrative Agent with a written commitment letter specifying the portion of the Commitment Increase which it is willing to provide prior to such deadline as may be specified in the Commitment Increase Request Notice. If the requested increase does is oversubscribed, Administrative Agent and KeyBanc shall allocate the Commitment Increase among the Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, who provide such commitment letters on such basis as Administrative Agent and KeyBanc shall determine in their sole discretion. If the increases to the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, so provided are not cause sufficient to provide the Commitments full amount of the Commitment Increase requested by Borrowers, then Administrative Agent, KeyBanc or Borrowers may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to exceed any applicable cap under Administrative Agent, KeyBanc and Parent) to become a Real Estate Revolving Loan Lender or an A/R Revolving Loan Lenders, as the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g)case may be, and any Refinancing Debt in respect provide a portion of the foregoingCommitment Increase. Administrative Agent shall promptly notify provide all Lenders with a notice setting forth the amount, if any, of the requested increase andCommitment Increase to be provided by each Real Estate Revolving Loan Lender or A/R Revolving Loan Lender, within 10 Business Days thereafteras the case may be, each and the revised Real Estate Revolving Loan Commitment Percentages or A/R Revolving Loan Commitment Percentages, as the case may be, which shall be applicable after the Increase Effective Date. In no event shall any Lender shall notify Administrative Agent if and to what extent such Lender commits be obligated to increase its Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to , as the full requested increase, Eligible Assignees case may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasebe.

Increase in Commitments. Borrowers may request The Borrower may, on any Business Day prior to the Termination Date, with the written consent of the Agent, increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit D or in such other form acceptable to the Agent 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 for an existing Bank) and the amount of its Commitment (or additional amount of its Commitment); provided, however, that (i) any increase of the aggregate amount of the Commitments to an amount in excess of $25,000,000 will require the approval of the Required Lenders, (ii) any increase of the aggregate amount of the Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required toin an amount not less than $10,000,000 for an additional Bank and $1,000,000 for an existing Bank, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct at the time of such request and on the effective date of such Commitment Amount Increase. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Agent. Upon the effectiveness thereof, the new Bank(s) (or, if applicable, existing Bank(s)) shall advance Loans in an amount sufficient such that after giving effect to its advance each Bank shall have outstanding its pro rata share of the outstanding Loans in proportion to its Commitment. It shall be a condition to such effectiveness that (i) if any obligation toEurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, increase its Commitments), as long as such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Bank pursuant to Section 2.10 hereof and (aii) the requested increase is in a minimum amount Borrower shall not have terminated any portion of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 2.9 hereof. The Borrower agrees to pay any reasonable expenses of the Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to increase its Commitment and increases pursuant to this Section 2.1.7, taken together, no Bank’s Commitment shall be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect increased without its consent thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indentureeach Bank may at its option, note agreement or other agreement governing the Secured Notesunconditionally and without cause, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits decline to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers (a) Upon notice to the Administrative Agent, at any time after the Closing Date, eachthe Borrower may request an increase in Additional Term Commitments from time or Additional Revolving Credit Commitments; provided that (i) after giving effect to time upon notice to Administrative Agent by adding any such addition, the aggregate amount of Additional Term Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed (A) in the case of this Clause (A), on and after the EighthTenth Amendment Effective Date, $250,000,000 the greater of (i) $920,000,000 and (ii) 100% of Consolidated EBITDA of the Borrower Parties for the most recent Test Period for which financial statements have been (or are required to have been) furnished pursuant to Section 6.01 ended on or prior to the date of the incurrence of such Additional Term Commitments or Additional Revolving Credit Commitments, (the “General Incremental Availability”), plus (B) in the case of this Clause (B), on and after the Eighth Amendment Effective Date, $750,000,000 (the “Ratio Incremental Availability”)additional amounts to the extent that in the case of this clause (B) only the Senior Credit Agreement one NYDOCS01/1760806.13 109 [Different first page setting changed from off in original to on in modified.]. Secured Net Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available, after giving Pro Forma Effect to any such Additional Term Commitments or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Additional Revolving Credit Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitmentscalculated as if such Additional Revolving Credit Commitments were fully drawn on the applicable test date), as applicable, shall not exceed 4.0:1.0, on the date of the closing date with respect thereto or, if the Borrower has made an LCT Election with respect thereto, on the LCT Test Date with respect thereto, 2.50:1.00 (such amounts, the “Ratio Incremental Availability”) (it being agreed that (I) the BorrowersBorrower may designate any such Additional Term Commitments and Additional Revolving Credit Commitments as being incurred pursuant to the General Incremental Availability or Ratio Incremental Availability in this sole discretion, and (II) so long as the all-in yield did not require a change to the interest rate margins pursuant to clause (avi) below when incurred, the requested increase is BorrowersBorrower may re-designate any such Additional Term Commitments and Additional Revolving Credit Commitments (or corresponding Additional Term Loans or Additional Revolving Credit Loans, as applicable) originally designated to be incurred under the General Incremental Availability to be incurred under Ratio Incremental Availability if, at the time of such re-designation, the BorrowersBorrower would be permitted to incur under this Section 2.14 the aggregate principal amount of such Indebtedness being so re-designated), (ii) any such addition shall be in a minimum an aggregate amount of $5,000,000 50,000,000 or any whole multiple of $1,000,000 in excess thereof (other provided that such amount may be less than requests for the entire $50,000,000 if such amount represents all remaining amount availability under the aggregate limit in respect of Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (bi) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowersto this proviso), (biii) increases under this Section 2.1.7 do not exceed $25,000,000 in (A) the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the final maturity date of any previous reduction Additional Term Loans shall be no earlier than the latest Maturity Date for any then outstanding Term Loans and (B) the final maturity date of any Additional Revolving Credit Loans shall be no earlier than the latest Maturity Date for any then outstanding Revolving Credit Commitments; provided that the amortization schedule with respect to any Additional Term Loans shall be determined by the BV Borrower and the Additional Term Lenders of such Additional Term Loans, (iv) the weighted average life to maturity of the Additional Term Loans shall be no shorter than the remaining weighted average life to maturity of the then-existing tranche of Term Loans with the latest Maturity Date, (v) the loans made pursuant to any Additional Term Loan Commitments may rank junior in right of security with the Term Loan Facility or increasemay be unsecured, in which case such Additional Term Loan Commitments and corresponding loans will be established as a separate facility than the Facilities hereunder and (vi) solely with respect to any Additional Term Commitments and/or Additional Revolving Credit Commitmentsincurred less than six months after the Tenth Amendment Effective Date that utilize the Ratio Incremental Availability, the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees or, in the case may beof any Additional Term Commitments, a Eurodollar Rate floor greater than 0.75%, with such increased amount being equated to interest margin for purposes of determining any increase to the applicable interest margin under the Term Loan Facility) applicable to any such Additional Term Commitments and/or Additional Revolving Credit Commitments will be determined by the BorrowersBorrower and the lenders providing such Additional Term Commitments and/or Additional Revolving Credit Commitments, but will not be more than 0.50% higher than the corresponding all-in yield (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect theretoto interest rate margins (including the Eurodollar Rate floor), original issue discount and (eupfront fees) the requested increase does not cause the Commitments to exceed any applicable cap for each then-existing tranche under the terms of any indentureTerm Loan Facility or Revolving Credit Facility, note agreement or other agreement governing as applicable, respectively, unless the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt interest rate margins with respect to such existing Term Loan Facility are increased by an amount equal Credit Agreement NYDOCS01/1760806.13 110 [Different first page setting changed from off in respect of the foregoingoriginal to on in modified.]. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional difference between the all-in yield with respect to such Additional Term Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such and/or Additional Revolving Credit Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasecorresponding all-in yield on suchthe existing Term Loan Facility minus 0.50%.

Increase in Commitments. Borrowers may (a) The Borrower shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments from time to time upon notice to Administrative Agent (each such requested increase, a “Commitment Increase”), by adding to this Agreement having one or more Eligible Assignees existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder (each, an “Additional Lender”), or by allowing one or more existing Lenders to increase their respective Commitments a combination thereof, provided that (but no existing Lender i) any such request for a Conformed Credit Agreement - Page 56 140760.01015/122598522v.1140760.01015/122598522v.9 43991335.2 EXHIBIT 10.1 Commitment Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 5,000,000, (other than requests for the entire remaining amount under ii) immediately after giving effect to any Commitment Increase, (y) the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do Revolver Commitments shall not exceed $25,000,000 in 150,000,000 and (z) the aggregateaggregate of all Commitment Increases effected shall not exceed $55,000,000, (ciii) no more Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before executing a commitment with any Person that is not already a Lender, and (vii) Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than three (3) reductions in Commitments pursuant fees payable to Section 2.1.4 the Administrative Agent, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, and increases pursuant to this Section 2.1.7, taken togetherthe Administrative Agent, shall be made, for their own account and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined in an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders andamount, if necessaryany, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date mutually agreed upon by Administrative Agent each such party and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessaryBorrower, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseeach party’s sole discretion.

Increase in Commitments. Borrowers (a) Provided there exists no Default, upon notice from the Company, on behalf of the Borrowers, to the Administrative Agent (which shall promptly notify the Lenders), the Company, on behalf of the Borrowers, may from time to time, request an increase in the Aggregate Commitments from time by an aggregate amount (for all such requests) not exceeding $150,000,000 to time upon notice be applied pro rata as an increase to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional the Aggregate Revolving Commitments and become Lenders hereunder or by allowing one or more existing Lenders as an increase to the Aggregate Term Loan Commitments, based upon the relative proportions of (x) the Aggregate Revolving Commitments and (y) the sum of the unfunded portion of the Aggregate Term Loan Commitments and the outstanding Term Loan (the "Increase Option"), with the portion allocated under clause (y) to be funded in full on the Increase Effective Date; provided that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase their respective Commitments may not exceed $550,000,000, (but no existing Lender ii) any such request for an increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth or any whole multiple of $1,000,000 in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowersexcess thereof, (biii) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than Borrowers may make a maximum of three (3) reductions such requests and (iv) the Maximum Senior Credit Facilities to Collateral Value Ratio shall not be greater than 50.00% after giving effect to any such increase, as evidenced by an updated pro forma Collateral Value Report delivered by the Company to the Administrative Agent. To achieve the full amount of a requested increase, the Administrative Agent, with the consent of the Borrowers (which consent shall not be unreasonably withheld) may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in Commitments pursuant to Section 2.1.4 and increases its Commitment pursuant to this Section 2.1.7, taken together, 2.16 unless it specifically consents to such increase in writing and no additional Eligible Assignee shall be made, and in no event shall any reduction become a Lender unless its Commitment is at least $5,000,000. Any Lender or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits Eligible Assignee agreeing to increase its Commitment. Any Lender not responding within such period shall be deemed Commitment or provide a new Commitment pursuant to have declined an increase. If Lenders fail to commit this Section 2.16 shall, in connection therewith, deliver to the full requested increase, Eligible Assignees may issue additional Commitments Administrative Agent a new commitment agreement in form and become Lenders hereunder. substance satisfactory to the Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseits counsel.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) Upon notice to the requested increase is Administrative Agent, at any time after the Closing Date, each Borrower may on up to three (3) different occasions (in the aggregate for both Borrowers) request Additional Term Commitments or Additional Revolving Credit Commitments; provided that (i) after giving effect to any such addition, the aggregate amount of Additional Term Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $250,000,000; provided further that $100,000,000 of such aggregate amount shall only be permitted to be incurred as a minimum Term Facility to be used solely to finance Permitted Acquisitions, (ii) any such addition shall be in an aggregate amount of $5,000,000 50,000,000 or any whole multiple of $1,000,000 in excess thereof (other provided that such amount may be less than requests for the entire $50,000,000 if such amount represents all remaining amount availability under the aggregate limit in respect of Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (bi) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowersto this proviso), (biii) increases under this Section 2.1.7 do not exceed $25,000,000 in (A) the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the final maturity date of any previous reduction Additional Term Loans shall be no earlier than the Maturity Date for the Term Loans and (B) the final maturity date of any Additional Revolving Credit Loans shall be no earlier than the Maturity Date for the Revolving Credit Loans, (iv) the average life to maturity of the Additional Term Loans shall be no shorter than the remaining average life to maturity of the Term Loans, and (v) if the initial yield of any Additional Term Loans or increaseany Additional Revolving Credit Loans (as determined by the Administrative Agent to be equal (x) in the case of Additional Term Loans, to the sum of (A) the Applicable Rate with respect to the Additional Term Loans and (B) if the Additional Term Loans are initially made at a discount or the Lenders making the same receive a fee from the applicable Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Additional Term Loans, being referred to herein as “OID”), the amount of OID divided by the lesser of (1) the average life to maturity of such Additional Term Loans and (2) four and (y) in the case of Additional Revolving Credit Loans, to the Applicable Rate with respect to the Additional Revolving Credit Loans) exceeds the Applicable Rate then in effect for Term Loans or Revolving Credit Loans, as the case may be, by more than 50 basis points (d) no Event the amount of Default has occurred and is continuing such excess being referred to herein as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g“Yield Differential”), and any Refinancing Debt in respect of the foregoing. Administrative Agent then each Applicable Rate for each adversely effected Term Loan or Revolving Credit Commitment shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall automatically be increased by the requested amount (Yield Differential, effective upon the making of the Additional Term Loans or at Borrower Agent’s electionthe providing of the Additional Revolving Credit Commitments, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increasecase may be.

Increase in Commitments. Borrowers may (a) The Borrower shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments from time to time upon notice to Administrative Agent (each such requested increase, a “Commitment Increase”), by adding to this Agreement having one or more Eligible Assignees existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder (each, an “Additional Lender”), or by allowing one or more existing Lenders to increase their respective Commitments a combination thereof, provided that (but no existing Lender i) any such request for a Commitment Increase shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount of $5,000,000 10,000,000, (other than requests for the entire remaining amount under ii) immediately after giving effect to any Commitment Increase, (y) the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do Revolver Commitments shall not exceed $25,000,000 500,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $55,000,000 (plus any additional Commitment Increases available under clause (v)(A) of the proviso to the first sentence of Section 9.04(c) due to the removal of a Lender and a reduction in the aggregate, (c) no more than three (3) reductions in Revolver Commitments pursuant to Section 2.1.4 9.04(c)), (iii) no Default or Event of Default shall have occurred and increases pursuant be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase, (iv) immediately after giving effect to this Section 2.1.7any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), taken togetherthe Borrower shall be in compliance with the covenants contained in Article V and (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable under any letter agreement with the Administrative Agent or under any other letter agreement with a Lender acting as an arranger approved by the Administrative Agent, which shall be paid in accordance with their terms, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or any Lender, as arranger, shall be made, for their own account and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined in an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders andamount, if necessaryany, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date mutually agreed upon by Administrative Agent each such party and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessaryBorrower, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseeach party’s sole discretion.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, at its option, at any time or from time to time upon notice prior to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue the Termination Date, increase the Total Commitments (each such increase, a “Commitment Increase” and the additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders pursuant to increase their respective Commitments each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $175,000,000 (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (other than requests for the entire remaining amount under “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the aggregate limit set forth Minimum Increase Amount) by requesting that existing Lenders or new lenders commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of this clause (b) below) ii); and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (ciii) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases new lender shall become a Lender pursuant to this Section 2.1.7, taken together, shall be made, 2.21 unless such lender is an Eligible Assignee and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the requested increase andand the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, within 10 Business Days thereaftera “New Lender Supplement”), each substantially in the form of Exhibit E, whereupon such New Lender shall notify Administrative Agent if become a Lender for all purposes and to what the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement to such Lender commits extent. On any Increased Facility Closing Date, subject to increase its Commitment. Any Lender not responding within such period the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall be deemed to have declined assign to each Person with Incremental Commitments (each, an increase. If “Incremental Lender”) and each of the Incremental Lenders fail shall be deemed to commit purchase from each of the Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the full requested increaseaddition of such Incremental Commitments to the Commitments, Eligible Assignees may issue additional Commitments (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is a New Lender shall become Lenders hereundera Lender in accordance with the immediately preceding sentence. Administrative Agent The terms and Borrower Agent shall determine the allocation provisions of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) Incremental Loans and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Incremental Commitments shall be increased by substantially identical to the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders terms and Eligible Assignees) on a date agreed upon by Administrative Agent conditions of the Revolving Loans and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments The Borrower may, at its option, at any time or from time to time upon notice prior to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue the Termination Date, increase the Total Commitments (each such increase, a “Commitment Increase” and the additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders pursuant to increase their respective Commitments each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $400,000,000500,000,000 (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (other than requests for the entire remaining amount under “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the aggregate limit set forth Minimum Increase Amount) by requesting that existing Lenders or new lenders commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of clause (b) below) ii); and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (ciii) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases new lender shall become a Lender pursuant to this Section 2.1.7, taken together, shall be made, 2.21 unless such lender is an Eligible Assignee and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the requested increase andand the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, within 10 Business Days thereaftera “New Lender Supplement”), each substantially in the form of Exhibit E, whereupon such New Lender shall notify Administrative Agent if become a Lender for all purposes and to what the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement to such Lender commits extent. On any Increased Facility Closing Date, subject to increase its Commitment. Any Lender not responding within such period the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall be deemed to have declined assign to each Person with Incremental Commitments (each, an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments “Incremental Lender”) and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation each of the increased Commitments among committing Incremental Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased deemed to purchase from each of the Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the requested amount Lenders (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assigneesincluding Incremental Lenders) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, ratably in accordance with Lenders’ adjusted shares their respective Commitments after giving effect to the addition of such Incremental Commitments and to the total Commitments underCommitments, and (ii) each Incremental Commitment shall be deemed for all purposes of, this Agreement a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be increased by the aggregate amount of such increase.deemed for all purposes a Revolving Loan and

Increase in Commitments. Borrowers may request an increase in Commitments from time to time Borrower shall have the right exercisable 5 times, upon at least 10 Business Days’ notice to the Administrative Agent and the Lenders, to request (i) increases in the Revolving Commitments or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to $750,000,000600,000,000 to a maximum aggregate amount not to exceed $1,600,000,0002,000,000,000 (reduced to the extent Borrower has terminated or reduced the Revolving Commitments) by either adding new lenders as Lenders (subject to this Agreement the Administrative Agent’s prior written approval of the identity of any such new lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing of the then current Lenders to increase its or their respective Revolving Commitments (but no existing Lender shall or to make Additional Term Loans. Each such increase in the Commitments or the making of Additional Term Loans must be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a an aggregate minimum amount of $5,000,000 (other than requests for 50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the entire remaining amount under making of Additional Term Loans or a combination thereof. Effecting any increase of the aggregate limit set forth in clause (b) below) and is offered on Revolving Commitments or the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases making of Additional Term Loans under this Section 2.1.7 do not exceed $25,000,000 is subject to the following conditions precedent: (x) no Default or Unmatured Default has occurred, is then continuing or shall be in existence on the aggregateeffective date of such increase of Revolving Commitments or making of Additional Term Loans, (cy) no more than three the representations and warranties (3subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) reductions contained in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, Article V shall be made, true and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing correct as of the effective date of such increase, except to the request extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for increase and immediately before and after giving effect theretochanges in factual circumstances not prohibited under the Loan Documents, and (ez) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of have received an Amendment Regarding Increase by the requested increase andBorrower, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation new lender or existing Lender providing such increase of the increased Revolving Commitments among committing Lenders andor Additional Term Loans, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) copy of Section 6.2 are satisfied, total Commitments which shall be increased forwarded to each Lender by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent promptly after execution thereof and Borrower Agentall documentation and opinions as the Administrative Agent may reasonably request, but no later than 45 days following Borrowers’ increase request. in form and substance reasonably satisfactory to the Administrative Agent, Borrowers, and new and . In no event will any existing Lenders Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall execute and deliver specifically agree in writing to provide such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of CommitmentsRevolving Commitments or making of Additional Term Loans at such time. On the effective date of an increaseany such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Revolver Usage Parent and other exposures the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Springing Guaranty and the Subsidiary Guaranty, respectively. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments shall be reallocated among and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, and settled by Administrative Agent if necessaryin same day funds, in accordance with Lenders’ adjusted shares an amount equal to (A) the portion of the outstanding principal amount of such Commitments and the total Commitments underRevolving Loans to be purchased by such Lender, and for all purposes of, this Agreement shall be increased by plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2A.6(b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such increasedate on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $1,600,000,0002,000,000,000 without the approval of all Lenders which are not then Defaultingthe Required Lenders.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) The Company may, by written notice to the requested Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request that the total Commitments be increased by an amount not less than $25,000,000 for any such increase; provided that after giving effect to any such increase is in a minimum amount the sum of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do total Commitments shall not exceed $25,000,000 in 750,000,000 minus any amount by which the aggregate, (c) no more than three (3) reductions in Commitments shall have been reduced pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, 2.09. Such notice shall be made, and in no event shall any reduction or increase occur within 6 months of set forth the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders amount of the requested increase andin the total Commitments and the date on which such increase is requested to become effective. Each Lender shall, within 10 Business Days thereafterby notice to the Company and the Administrative Agent, each Lender shall notify Administrative Agent if and to what extent such Lender commits either agree to increase its Commitment. Any Commitment (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not responding within deliver such period a notice shall be deemed to have declined an increaseto increase its Commitment). If Lenders fail The Company may also arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (b) (the Company and if each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Borrowing is to Lender hereunder. Any increase in the total Commitments may be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased an amount which is less than the increase requested by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseCompany.

Increase in Commitments. Borrowers may request an (a) The Borrower, on behalf of the Borrower and Guarantors, may, on any Business Day after the date hereof, increase in the aggregate amount of the Revolving Credit Commitments from time to time upon notice to Administrative Agent by adding to this Agreement and/or outstanding Term Loans and/or create one or more Eligible Assignees additional tranches of term loans (each additional tranche of term loans, an “Incremental Term Loan”); provided, however, that are (i) any Commitment Amount Increase or Incremental Term Loan that results in the sum of the aggregate Revolving Credit Commitments plus the aggregate original principal amount of the Term Loans and Incremental Term Loans to be in excess of $2,500,000,000 will require the approval of the Required Banks, (ii) any Commitment Amount Increase or issuance of Incremental Term Loans shall be in an amount not already Lenders hereunder less than $50,000,000, (iii) no Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase or issuance of Incremental Term Loans or will result therefrom, (iv) all representations and warranties contained in Article 4 hereof shall be true and correct in all material respects at the time of such request and on the effective date of such Commitment Amount Increase or issuance of Incremental Term Loans (other than representations and warranties that relate to issue a specific date, which shall be true and correct in all material respects as of such date), (v) prior to approaching an additional Commitments and become Lenders hereunder or by allowing one or more Bank, the Borrower shall have offered to the existing Lenders Banks the opportunity to increase their respective Revolving Credit Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments)and/or outstanding Term Loans, as long as applicable and (avi) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and is offered on the same terms as existing CommitmentsAdministrative Agent and, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregatecase of an increase in the Revolving Credit Commitment, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 each Letter of Credit Issuer and increases pursuant to this Section 2.1.7, taken togetherthe Swing Line Lender, shall have provided their written consent (which consents shall not be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(gunreasonably withheld), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increase.

Increase in Commitments. Borrowers may request an increase in Commitments (i) The Borrower shall have the option, without the consent of the Lenders, from time to time upon notice to Administrative Agent cause one or more increases in the Aggregate Commitments by adding to this Agreement one or more Eligible Assignees that are not already financial institutions as Lenders hereunder to issue additional Commitments and become Lenders hereunder (collectively, the “New Lenders”) or by allowing one or more existing Lenders to increase their respective Commitments, in each case, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld),; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $1,800,000,000, (but C) no existing Lender Lender’s Commitment shall be required toincreased without such Lender’s consent, or have any obligation toand (D) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by the Borrower, increase its Commitments)the Administrative Agent, as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) New Lenders, if any, and is offered on the same terms as existing Lenders increasing their Commitments, except for a closing fee specified by Borrowersif any, (b) increases under this Section 2.1.7 do not exceed $25,000,000 and which shall indicate the amount and allocation of such increase in the aggregate, Aggregate Commitments and the effective date of such increase (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section 2.1.7, taken together, by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be made, a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and in no event shall prepay Loans on each Increase Effective Date (and pay any reduction or increase occur within 6 months additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Revolving Loans of the date of any previous reduction or increase, as the case may be, (d) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and each Lender ratable with such Lender’s revised Applicable Percentage after giving effect thereto, and (e) the requested increase does not cause the Commitments to exceed any applicable cap under the terms of any indenture, note agreement or other agreement governing the Secured Notes, the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the allocation of the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the nonratable increase in and allocations of Commitments. On the effective date of an increase, the Revolver Usage and other exposures Aggregate Commitments under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such increaseSection.