Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b).

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitmentsgiven; provided provided, however, that after giving effect to any and all such Commitment Increases, increases the aggregate amount of the Commitments shall not exceed One Billion Dollars ($1,000,000,000)400,000,000, less the amount of any voluntary reduction of the Commitments pursuant to Section 2.10. Each such Commitment Increase increase in the Commitments must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in thereof and shall be allocated among Revolving Commitments and Term Loan Commitments as determined by the Agent after consultation with the Borrower, . The Agent shall manage all aspects promptly notify each Lender of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A)request. No Lender shall be obligated in any way whatsoever to provide increase its Commitment. 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 Revolving Commitment IncreasePercentage (determined with respect to the Lenders’ relative Revolving Commitments and after giving effect to the increase of Revolving Commitments) or Term Loan Share (determined with respect to the Lenders’ relative Term Loans and after giving effect to the increase of Term Loans), as the case may be, of any outstanding Loans, by making available to the 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) 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 5.4. as a result of the prepayment of any new such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or would occur after giving effect to such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party is not (or would not be) true or 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 accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section, (a) any Lender becoming a party to this Agreement in connection with any hereto shall execute such requested Commitment Increase must be an Eligible Assignee subject todocuments and agreements as the Agent may reasonably request, (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 accordance withthe amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of Commitments, and (c) any Term Loan Commitment resulting from an exercise of this Section shall be fully funded on the provisions effective date of Section 13.5(b)such increase.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments, Capital Expenditure Loan Commitments and Term Loan Commitments from time to time upon notice to Agent, as long as (a) The Borrower shall have the right to request increases requested increase is in the aggregate a minimum amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice equal to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for lesser of (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments $10,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, except for fees which shall be determined by the Borrowers and the applicable Lenders, (b) increases under this Section do not exceed $100,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) the requested increase does not cause the Commitments and Term Loans to exceed 90% of any applicable cap under any Subordinated Debt agreement, (e) no Default or Event of Default shall have occurred and be continuing. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment, Capital Expenditure Loan Commitments or Term Loan Commitment, as applicable. 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 tranche of commitments; provided that after giving effect to any Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, and all such Commitment Increasesbecome Lenders hereunder. Agent may allocate, in its reasonable discretion, the aggregate increased Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.7 and 6.2 are satisfied, total Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, shall be increased by the requested amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the Borrower increase in and allocations of Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable. On the Administrative effective date of an increase, all outstanding Revolver Loans, LC Obligations, other exposures under the Revolver Commitments, Capital Expenditure Loan Commitments and Term Loan Commitments, as applicable shall be reallocated among Lenders, and settled by Agent may agree if necessary, in writing) and integral multiples accordance with Lenders’ adjusted shares of $5,000,000 in excess thereofsuch Commitments. The Administrative Agent, in consultation with the Borrower, shall manage all aspects terms and provisions of the syndication of such Commitment Increase, including decisions as incremental Capital Expenditure Loans and Revolver Loans will be identical to the selection terms and conditions applicable to the existing Revolver Loans and Capital Expenditure Loans, as applicable. The terms and provisions of the incremental Term Loans shall be as set forth in a joinder agreement; provided that (a) the weighted average life to maturity of any incremental Term Loan shall be no shorter than the weighted average life to maturity of the existing Lenders and/or Term Loan, (b) the final maturity date of any incremental Term Loan shall be no earlier than the Term Loan Maturity Date, (c) incremental Term Loans shall not participate on a greater (but may participate on a lesser) than pro rata basis with the existing Term Loan in any optional or mandatory prepayment hereunder, (d) the incremental Term Loans may be unsecured or secured by the Collateral on a pari passu or junior basis, (e) the effective interest rate for the Incremental Term Loans shall not be more than 0.50% per annum greater than the effective interest rate for the existing Term Loans and (f) all other banks, financial institutions and other institutional lenders to be approached with respect to such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent terms of the Borrower (incremental Term Loans, if not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in consistent with the event the consent terms of the Borrower would be required if such bankexisting Term Loans, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, reasonably acceptable to the provisions of Section 13.5(b)Agent.

Increase in Commitments. (ai) The Borrower shall have the right option, without the consent of the Lenders, from time to request time to cause one or more increases in the aggregate amount Aggregate Commitments by adding, subject to the prior approval of the Commitments of any Class or Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more additional tranches financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of commitments Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $1,150,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, and (D) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the aggregate Administrative Agent and executed by the Borrower, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of $200,000,000 (each such increase in the Aggregate Commitments and the effective date of any Class or additional tranche, such increase (the “Increase Effective Date”). Each financial institution that becomes a “Commitment Increase”) New Lender pursuant to this Section by providing written notice the execution and delivery to the Administrative Agent, which notice Agent of the applicable commitment increase agreement shall be irrevocable once given a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and shall specify whether prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that Lender’s revised Applicable Percentage after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase nonratable increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to Aggregate Commitments under this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Section.

Increase in Commitments. (a) The (x) U.S. Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranchemay, a “Commitment Increase”) by providing written notice to the Administrative AgentAgent at any time after the Closing Date, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A on one or more occasions Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments and (y) the EMEA Borrower may, by written notice to the Administrative Agent at any time after the Closing Date, request on one or the Tranche B more occasions Incremental Term Loan Commitments Commitments, in an aggregate principal amount (together with all Incremental Equivalent Debt outstanding at such time) not to exceed the Incremental Facility Maximum Amount from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (ii) an additional tranche each of commitmentswhich shall be entitled to agree or decline to participate in its sole discretion; provided that after giving effect if any such existing Lender does not respond to any and all such Commitment Increaseswritten notice within five (5) Business Days, the aggregate amount of Commitments such Lender shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writingdeemed to have declined to participate therein) 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 Commitment Increase, including decisions as to the selection of the existing Lenders and/or other additional banks, financial institutions and other institutional lenders to be approached with respect to such Commitment Increase and the allocations thereof among such existing who will become Incremental Term Lenders and/or other banksIncremental Revolving Credit Lenders, financial institutions as applicable, in connection therewith; provided, further that each Incremental Term Lender and other institutional lenders and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the Fees to be paid for approval of (i) the Administrative Agent in its reasonable discretion (such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks), financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event extent the consent of the Borrower Administrative Agent would be required if to consent to the assignment of any Loans or Commitments to such bank, financial institution or institutional lender were to become a Incremental Term Lender and Incremental Revolving Credit Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement and (ii) in connection with Incremental Revolving Credit Commitments only, each LC Issuer, to the extent such consent would have been required for assignments of any such Revolving Loans or Revolving Commitments pursuant to this Agreement. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested Commitment Increase must (which shall be an Eligible Assignee subject toin minimum increments of, in the case of Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments denominated in Dollars, $1,000,000 and a minimum amount of $10,000,000, in the case of Incremental Term Loan Commitments denominated in Euro, €1,000,000 and a minimum amount of €10,000,000 and in accordance withthe case of Incremental Term Loan Commitments denominated in another currency (which currency shall be reasonably acceptable to the Administrative Agent), such minimum increments as the provisions Applicable Borrower and the Administrative Agent shall reasonably agree), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 15 days nor more than 60 days after the date of Section 13.5(bsuch notice, unless otherwise agreed to by the Administrative Agent in its reasonable discretion), (iii) whether such Incremental Term Loan Commitments are to be Closing Date EMEA Term Commitments, Closing Date U.S. Term Commitments or commitments to make term loans with terms different from the Closing Date Term Loans (“Other Term Loans”) and (iv) in the case of Other Term Loans, whether such Other Term Loans are to be EMEA Facility Obligations or U.S. Obligations. Notwithstanding anything contained herein to the contrary, it is acknowledged and agreed that all Incremental Revolving Credit Commitments are to be Revolving Commitments and based on the terms and conditions set forth herein for Revolving Commitments and Revolving Loans.

Increase in Commitments. (a) The Borrower shall have the right may at any time or from time to request increases in the aggregate amount of the Commitments of any Class or time on one or more additional tranches occasions request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of commitments the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount, (B) the amount of any optional prepayment of any Loan including any Loan under any Increased Revolving Commitment or Incremental Term Loan Commitment other than, in each case, incurred pursuant to clause (C) below in accordance with Section 2.10 (accompanied, to the extent such prepayments are of Loans under any Revolving Facility and/or any Increased Revolving Commitments, by a commitment reduction in the aggregate like amount under such Revolving Facility and/or Increased Revolving Commitment) and/or the amount of $200,000,000 any permanent reduction of any Revolving Commitment or Increased Revolving Commitment so long as, in the case of any such optional prepayment, such prepayment was not funded with the proceeds of a contemporaneous refinancing with new long-term Debt less the aggregate principal amount of all Increased Revolving Commitments or Incremental Term Loan Commitments incurred or issued in reliance on clause (B) of this Section 2.24(a) and (C) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable date on which the new or increased Commitments shall become effective (each such increase in the Commitments of any Class or additional tranchedate, a an “Commitment IncreaseIncrease Effective Date”) by providing written notice to the Administrative Agent), which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increasesincurrence on a Pro Forma Basis, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agentand, in consultation with the Borrowereach case, shall manage all aspects of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banksany Increased Revolving Commitments, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent assuming a borrowing of the Borrower maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that (I), for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (C) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (C) is met shall remain authorized pursuant to clause (C) if such Senior Secured Leverage Ratio test is not to be unreasonably withheld, conditioned met as of any subsequent date and (II) each Increased Revolving Commitment or delayed) Incremental Term Loan Commitment under this Section 2.24 shall be required for all banks, financial institutions and institutional lenders that agree incurred under clause (C) if clause (C) is available at the time of such incurrence up to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increasemaximum amount available, and any new Lender becoming a party additional amounts incurred at any time that clause (C) is unavailable shall be incurred under clauses (A) and/or (B) and any simultaneous incurrence under clauses (A) and/or (B) shall not be given pro forma effect for purposes of determining the Senior Secured Leverage Ratio with respect to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(bincurrence under clause (C).; provided further that:

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 100,000,000 (each such increase in the Commitments of any Class or additional trancheincrease, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Six Hundred Million Dollars ($1,000,000,000600,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b).

Increase in Commitments. (a) The Borrower Aggregate Commitments shall automatically increase by the Acquisition Increase Amount on the date (the “Acquisition Increase Date”) upon which the Administrative Agent shall have the right to request increases received a certificate dated as of such Acquisition Increase Date (in the aggregate amount sufficient copies for each Lender) signed by a Responsible Officer of the Commitments Borrower certifying that all of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for following conditions have been fully satisfied: (i) an increase the Acquisition Closing Date shall have occurred prior to the Acquisition Termination Date in accordance with the terms of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or Acquisition Agreement (ii) an additional tranche of commitments; provided that after without giving effect to any amendment, modification, consent or waiver thereto (including, without limitation, any updates to the exhibits, annexes and all such Commitment Increasesschedules thereto) that is materially adverse to the interests of the Lenders (in their capacity as such), the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and unless the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among Required Lenders have delivered their prior written consent thereto, such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned withheld or delayed), (ii) no Default exists, (iii) the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of such date (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15(a), the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (iv) any fees and expenses required for all banksto be paid on or before the Acquisition Increase Date pursuant to the terms of the Fee Letters shall have been paid, financial institutions and institutional lenders (v) the Administrative Agent shall have received satisfactory evidence that agree to provide any the Company Credit Agreement and the Rice Midstream Holdco Credit Agreement, as each of such Commitment Increase terms is defined in the event the consent Acquisition Agreement, have been terminated and all amounts due and payable thereunder have been paid in full. Each Lender’s Commitment shall increase by its Pro Rata Share of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Acquisition Increase must be an Eligible Assignee subject to, and in accordance with, Amount on the provisions of Section 13.5(b)Acquisition Increase Date as reflected on Schedule 2.01.

Increase in Commitments. (a) The A Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) may by providing written notice to the Administrative AgentAgent elect to add one or more incremental term loan facilities hereunder (each, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of “Incremental Term Facility”; the Tranche A commitments thereunder are referred to as “Incremental Term Loan Commitments or Commitments” and loans pursuant thereto “Incremental Term Loans”) and/or increase commitments under the Tranche B Revolving Facility (any such increase, an “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto “Incremental Revolving Loans”); the Incremental Term Loan Commitments or (ii) an additional tranche of commitmentsFacilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”); provided that the (1) total aggregate amount for all such Incremental Facilities (assuming, for the purposes of determining each of clauses (A) and (B), in the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not (as of any date of incurrence thereof) exceed the sum of (A) $200,000,000 and (B) an amount such that at the time of such incurrence and after giving effect thereto on a pro forma basis the Senior Secured Leverage Ratio is less than or equal to any 2.75 to 1.00 and all such Commitment Increases(2) the total aggregate amount for each Incremental Facility shall not be less than a minimum principal amount of $25,000,000 or, if less, the aggregate remaining amount of Commitments shall not exceed One Billion Dollars permitted pursuant to the foregoing clause ($1,000,000,0001). Each such Commitment notice shall specify (x) the date (each, an “Increase must Effective Date”) on which such Borrower proposes that the Incremental Facility shall be an aggregate minimum amount of $25,000,000 (or effective, which shall be a date not less than five Business Days after the date on which such lesser amount as the Borrower and notice is delivered to the Administrative Agent and (y) the identity of each Eligible Assignee to whom such Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agentelect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects to provide such portion of the syndication of Incremental Facility. Notwithstanding the foregoing, no such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) notice shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Incremental Facilities provided pursuant to Amendment No. 2.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) may by providing written notice to the Administrative AgentAgent elect to request (x) prior to the Revolving Termination Date, which notice shall be irrevocable once given an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and shall specify whether such request is for in an amount not to exceed the sum of (iA) the Shared Incremental Amount and (B) an increase amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the Tranche A Term Loan Commitments or last day of the Tranche B Term Loan Commitments or (ii) an additional tranche most recently ended period of commitments; provided that four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any and all such Commitment Increasesincurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the aggregate maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not exceed One Billion Dollars ($1,000,000,000met as of any subsequent date). Each such Commitment notice shall specify (i) the date (each, an “Increase must Effective Date”) on which Borrower proposes that the increased or new Commitments shall be an aggregate minimum amount of $25,000,000 (or effective, which shall be a date not fewer than 10 Business Days after the date on which such lesser amount as the Borrower and notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agentelect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects of the syndication of to provide such Commitment Increaseincreased or new Commitment; provided, including decisions as to the selection of the further, that any existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (Lender that does not to be unreasonably withheld, conditioned or delayed) respond shall be required for all banks, financial institutions and institutional lenders that agree deemed to have declined to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution increased or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Commitment.

Increase in Commitments. (a) The Borrower shall have the right to Borrowers may request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such an increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written from time to time upon notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request as long as (a) the requested increase is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits to increase its Commitment; provided that no Lender shall have any obligation 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. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Borrower Agent deems appropriate to evidence the increase in and allocations of the Administrative Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agentif necessary, in consultation accordance with the Borrower, shall manage all aspects of the syndication Lenders’ adjusted shares of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Commitments.

Increase in Commitments. (a) The Borrower shall have may, by written notice to the right Administrative Agent at any time after the Effective Date and prior to the Latest Maturity Date, on one or more occasions (but not more than three), request increases in to incur one or more Incremental Term Loan Commitments and/or increase the aggregate amount of the Commitments of any Class or Revolving Facility by obtaining one or more additional tranches of commitments Incremental Revolving Credit Commitments, in the an aggregate principal amount of not to exceed $200,000,000 100,000,000, from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each such increase of which shall be entitled to agree or decline to participate in the Commitments of any Class or additional trancheits sole discretion); provided, that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a “Commitment Increase”) by providing written notice Lender hereunder, shall be subject to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase approval of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached solely with respect to such Commitment Increase any Incremental Revolving Credit Lender, each LC Issuer and the allocations thereof among such existing Lenders and/or other banksSwing Line Lender, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided thatin each case in their respective reasonable discretion, the consent of the Borrower (which approval shall not to be unreasonably withheld, conditioned or delayed. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested (which shall be required in minimum increments of $1,000,000 and a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than five Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”); provided that (a) no commitment of any Lender may be increased without consent of such Lender, and (b) except as otherwise agreed by the Lenders (in their sole discretion) providing the Incremental Facility in connection with an acquisition or other Investment permitted under this Agreement, no Default or Event of Default exists immediately before or after giving effect thereto. Notwithstanding anything contained herein to the contrary, it is acknowledged and agreed that all Incremental Revolving Credit Commitments are to be Revolving Commitments and based on the terms and conditions set forth herein for all banksRevolving Commitments and Revolving Loans; provided that the Borrower may increase the pricing of the Revolving Facility, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event without the consent of the Borrower would be required Administrative Agent or any Lender, such that the foregoing is true, including increasing the Applicable Margin, the Commitment Fee, adding or increasing an existing “LIBOR Floor” (if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(Aapplicable). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)paying additional upfront fees.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written Upon notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such at any time after the Closing Date, the Borrower may request is for Additional Term Commitments or Additional Revolving Credit Commitments; provided that (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increasesaddition, 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 One Billion Dollars (A) in the case of this Clause (A), on and after the Tenth Amendment Effective Date, the greater of (i) $1,000,000,000920,000,000 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”). Each , plus (B) additional amounts to the extent that in the case of this clause (B) only the Senior 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 Commitment Increase must Additional Term Commitments or Additional Revolving Credit Commitments (calculated as if such Additional Revolving Credit Commitments were fully drawn on the applicable test date), as applicable, shall not exceed, 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 Borrower 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 (vi) below when incurred, the Borrower 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 Borrower 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 an aggregate minimum amount of $25,000,000 50,000,000 or any whole multiple of $1,000,000 in excess thereof (or provided that such lesser amount as may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) (A) the final maturity date of any 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 Borrower and the Administrative Agent 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 AMERICAS/2023095923.12023095923.18 116 Credit Agreement latest Maturity Date, (v) the loans made pursuant to any Additional Term Loan Commitments may agree rank junior in writing) and integral multiples right of $5,000,000 in excess thereof. The Administrative Agentsecurity with the Term Loan Facility or may be unsecured, in consultation 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 incurred less than six months after the BorrowerTenth Amendment Effective Date that utilize the Ratio Incremental Availability, shall manage all aspects the all-in yield (whether in the form of the syndication interest rate margins, original issue discount, upfront fees or a Eurodollar Rate floor greater than 0.75%, with such increased amount being equated to interest margin for purposes of such Commitment Increase, including decisions as determining any increase to the selection of applicable interest margin under the Term Loan Facility) applicable to any such Additional Term Commitments will be determined by the Borrower and the lenders providing such Additional Term Commitments, but will not be more than 0.50% higher than the corresponding all-in yield (after giving effect to interest rate margins (including the Eurodollar Rate floor), original issue discount and upfront fees) for each then-existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached tranche under the Term Loan Facility unless the interest rate margins with respect to such Commitment Increase existing Term Loan Facility are increased by an amount equal to the difference between the all-in yield with respect to such Additional Term Commitments and the allocations thereof among such corresponding all-in yield on the existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Term Loan Facility minus 0.50%.

Increase in Commitments. (a) The Borrower shall have may from time to time in consultation with the right Administrative Agent, on any Business Day prior to request increases in the Termination Date so long as no Event of Default exists, increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request at least 10 Business Days prior to the desired effective date of any Class such increase (the "Commitment Amount Increase") identifying the additional Commitments for existing Lender(s) agreeing to increase its/their Commitment(s) (or identifying one or more additional tranches Lender(s) and the amount of commitments in its/their Commitment(s)); provided, however, that (i) the aggregate of all Commitment Amount Increases shall not exceed $75,000,000, (ii) the aggregate amount of $200,000,000 (each such increase in the Commitments of shall not at any Class or additional tranchetime exceed $150,000,000, a “Commitment Increase”(iii) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an any increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of the Commitments shall be in an amount not exceed One Billion Dollars less than $10,000,000 and ($1,000,000,000)iv) if the Borrower invites additional Lenders to join this Agreement, such additional Lenders shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. Each such The effective date of any Commitment Amount Increase must shall be an aggregate minimum amount of $25,000,000 (or such lesser amount as agreed upon by the Borrower and the Administrative Agent may agree in writingAgent. Upon the effectiveness thereof, the new Lender(s) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent(or, in consultation with the Borrowerif applicable, existing Lender(s)) shall manage all aspects of the syndication of such Commitment Increaseadvance Revolving Loans, including decisions as to the selection of or the existing Lenders and/or other banksshall make such assignments (which assignments shall not be subject to the requirements set forth in Section 12.12) of the outstanding Revolving Loans to the Lenders providing the Commitment Amount Increase so that, financial institutions and other institutional lenders to be approached with respect after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees Amount Increase) will hold Revolving Loans equal to be paid for such Commitment Increase; provided that, the consent its Percentage of all outstanding Revolving Loans. The Borrower agrees to pay any reasonable expenses of the Borrower (not Administrative Agent relating to be unreasonably withheldany Commitment Amount Increase. Notwithstanding anything herein to the contrary, conditioned or delayed) no Lender shall have any obligation to increase its Commitment and no Lender's Commitment shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the increased without its consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increasethereto, and any new each Lender becoming a party may at its option, unconditionally and without cause, decline to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)increase its Commitment.

Increase in Commitments. (a) The Borrower shall have So long as (x) no Default exists or would exist after giving effect to the right to request increases in the aggregate amount making of the Commitments Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds therefrom and (y) after giving effect to the making of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds therefrom, Borrower would be in compliance with the Financial Covenants on a pro forma basis on such date and for the most recent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 after giving effect on a pro forma basis to any Class related adjustment events, including any acquisitions or one dispositions after the beginning of the relevant calculation period but prior to or more additional tranches simultaneous with the borrowing of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class Incremental Term Loans or additional trancheIncremental Revolving Loans, a “Commitment Increase”) by providing then upon written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for Borrower may from time to time (i) an increase but only after the completion of the Tranche A Term Loan syndication of the Commitments or and Loans (within the Tranche B Term Loan Commitments or meaning of the Fee Letter) request additional term loans (iithe "INCREMENTAL TERM LOANS" and the related commitments, the "INCREMENTAL TERM LOAN COMMITMENTS") and/or additional revolving loans (the "INCREMENTAL REVOLVING LOANS" and the related commitments, the "INCREMENTAL REVOLVING LOAN COMMITMENTS") in an additional tranche of commitmentsaggregate principal amount not to exceed $75,000,000; provided that any such increase shall be in an aggregate amount of $25,000,000 or any whole multiple of $1,000,000 in excess thereof; provided, further, that any existing Lender approached to provide all or a portion of the Incremental Term Loans and related commitments or Incremental Revolving Loans and related commitments may elect or decline, in its sole discretion, to provide such loans and commitments. To the extent the existing Lenders decline to agree to provide or do not affirmatively agree to provide within 10 Business Days of such request any portion of an Incremental Term Loan or an Incremental Revolving Loan and the related commitments, the Borrower may seek such Incremental Term Loan or Incremental Revolving Loan from any bank or financial institution that would qualify as an Eligible Assignee. The Incremental Term Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans and (B) other than amortization, pricing and maturity date, shall have the same terms as Term Loans existing immediately prior to the effectiveness of the amendment creating such Incremental Term Loans; provided that (x) if the interest rate spreads relating to such new Incremental Term Loans exceed the Applicable Rate at any pricing level for the Term Loans (including any upfront fees or original issue discount payable to the Lenders providing such Incremental Term Loans) by more than 25 basis points, then the Applicable Rate for the Term Loans shall be adjusted to be equal to such interest rate spreads, (y) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, and (z) the Incremental Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the then-remaining Weighted Average Life to Maturity of the Term Loans. Any Term Lender or additional bank or financial institution electing to make available an Incremental Term Loan Commitment (an "INCREMENTAL TERM LENDER") shall become a Lender or make its Incremental Term Loan Commitment available, as the case may be, under this Agreement, pursuant to an amendment (an "INCREMENTAL FACILITY AMENDMENT") to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Term Lender and the Administrative Agent, and to any other documentation, in each case on terms and documentation satisfactory to the Administrative Agent and the Lead Arranger. The Incremental Revolving Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Revolving Loans and (B) other than pricing and maturity date, shall have the same terms as Revolving Loans existing immediately prior to the effectiveness of the amendment creating such Incremental Revolving Loans; provided that (x) if the interest rate spreads relating to such new Incremental Revolving Loans exceed the Applicable Rate at any pricing level for the Revolving Loans (including any upfront fees or original issue discount payable to the Lenders providing such Incremental Revolving Loans) by more than 25 basis points, then the Applicable Rate and unused commitment fees for the Revolving Loans shall be adjusted to be equal to such interest rate spreads, and (y) the Incremental Revolving Loans shall not have a final maturity date earlier than the applicable maturity date of the Revolving Loans and commitments thereunder may not be terminated prior to the date that all Revolving Credit Commitments hereunder are terminated. Any Revolving Lender or additional bank or financial institution electing to make available an Incremental Revolving Commitment (an "INCREMENTAL REVOLVING LENDER") shall become a Lender or make its Incremental Revolving Commitment available, as the case may be, under this Agreement, pursuant to an Incremental Facility Amendment to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Revolving Lender and the Administrative Agent, and to any other documentation, in each case on terms and documentation satisfactory to the Administrative Agent and the Lead Arranger. To the extent an Incremental Facility Amendment is entered into to increase the Revolving Credit Commitments with respect to an existing Class of Revolving Credit Commitments, then each of the Revolving Lenders of such Class having a Revolving Credit Commitment of such Class prior to such effective date of such Incremental Facility Amendment (the "PRE-INCREASE REVOLVING LENDERS OF SUCH CLASS" and the effective date of such Incremental Facility Amendment, the "INCREASE EFFECTIVE DATE") shall assign on the Increase Effective Date, and such Incremental Revolving Lenders of such Class shall purchase from each Pre-Increase Revolving Lender of such Class, at the principal amount thereof, such interests in the Revolving Loans of such Class and, if such Class is the Multicurrency Revolving Credit Commitments, participation interests in LC Exposure and Swingline Loans outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to any and all such Commitment Increasesassignments and purchases, such Revolving Loans of such Class and participation interests in LC Exposure and Swingline Loans, if applicable, will be held by Pre-Increase Revolving Lenders of such Class and Incremental Revolving Lenders of such Class ratably in accordance with their Revolving Commitments of such Class after giving effect to such increased Revolving Commitments of such Class. An Incremental Facility Amendment may, without the aggregate amount consent of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each any other Lenders, effect such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower amendments to this Agreement and the Administrative Agent other Loan Documents as may agree be necessary or appropriate, in writing) and integral multiples the opinion of $5,000,000 in excess thereof. The the Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, effect the provisions of this Section 13.5(b)2.21.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional trancheBorrowers may, a “Commitment Increase”) by providing written notice to the Administrative AgentAgent and the Arrangers at any time after the Closing Date and prior to the Revolving Commitment Termination Date, request on one or more (but no more than three) occasions, Incremental Revolving Credit Commitments in an aggregate principal amount not to exceed $50,000,000 from one or more Incremental Revolving Credit Lenders which notice may include any existing Lender (each of which shall be irrevocable once given and entitled to agree or decline to participate in its sole discretion); provided, that each Incremental Revolving Credit Lender, if not already a Lender hereunder, shall specify whether such request is for (i) an increase be subject to the approval of the Tranche A Term Loan Commitments or Administrative Agent and, solely with respect to any Lender holding Incremental Dutch Revolving Commitments, the Tranche B Term Loan Commitments or (ii) an additional tranche of commitmentsForeign Collateral Agent; provided further that after giving effect to any and all such Commitment IncreasesIncremental Revolving Credit Commitments, the aggregate amount of Commitments Total Dutch Revolving Credit Commitment shall not exceed One Billion Dollars 15% of the Total Revolving Credit Commitment. Such notice shall set forth (i) the amount of the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000,000). Each such Commitment Increase must be an aggregate 5,000,000 and a minimum amount of $25,000,000 10,000,000, (or ii) the date on which such lesser amount as Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the Borrower and date of such notice, unless otherwise agreed to by the Administrative Agent may agree in writingAgent) and integral multiples of $5,000,000 in excess thereof(iii) whether such Incremental Revolving Credit Commitments are to be Incremental Dutch Revolving Credit Commitments or Incremental U.S. Revolving Credit Commitments. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, including decisions as Notwithstanding anything contained herein to the selection of the existing Lenders and/or other bankscontrary, financial institutions it is acknowledged and other institutional lenders agreed that all Incremental Revolving Credit Commitments are to be approached with respect to such Commitment Increase Revolving Commitments and based on the allocations thereof among such existing Lenders and/or other banks, financial institutions terms and other institutional lenders conditions set forth herein for Revolving Commitments and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Revolving Loans.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) may by providing written notice to the Administrative AgentAgent elect to add one or more incremental term loan facilities hereunder (each, which notice an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan Commitments” and loans pursuant thereto “Incremental Term Loans”; the Incremental Term Facilities are collectively referred to as “Incremental Facilities”); provided that the total aggregate amount for all such Incremental Facilities shall be irrevocable once given and shall specify whether such request is for not (ias of any date of incurrence thereof) exceed (x) $160,000,000250,000,000, plus (y) an increase amount equal to the sum of the Tranche A all voluntary prepayments of Term Loan Commitments or the Tranche B Term Loan Commitments or Loans made pursuant to Section 2.08(a), plus (iiz) an additional tranche of commitments; provided that unlimited amount so long as, after giving effect to any and all the incurrence of such Commitment IncreasesIncremental Facility, the aggregate amount Secured Leverage Ratio, determined on a Pro Forma Basis as of Commitments the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01 (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Incremental Facility had been outstanding on the last day of such four-quarter period, shall not exceed One Billion Dollars 2.502.75:1.00, with the Borrower electing whether such Incremental Facility have been incurred (in whole or in part) under clauses (x), (y) and/or (z) in its sole discretion. Each Class of Incremental Facility incurred under this Section 2.13 shall be in an aggregate principal amount that is not less than $1,000,000,000)10,000,000. Each such Commitment notice shall specify (x) the date (each, an “Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as Effective Date”) on which the Borrower and proposes that the Incremental Facility shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (y) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agentelect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects to provide such portion of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Incremental Facility.

Increase in Commitments. (a) The At any time, Borrower shall have may by written notice to the right to Administrative Agent and without the consent of the other Lenders hereunder request increases to the existing Revolving Commitments (any such increase, an “Incremental Revolving Commitment”). Each Incremental Revolving Commitment shall be in a minimum amount of at least $5.0 million and the aggregate amount of all Incremental Revolving Commitments shall not exceed $100.0 million. Such notice shall specify the date (an “Increased Amount Date”) on which Borrower proposes that the Incremental Revolving Commitments of any Class or one or more additional tranches of commitments in be made available, which shall be a date not less than 5 Business Days after the aggregate date on which such notice is delivered to the Administrative Agent, and the amount of $200,000,000 the Incremental Revolving Commitments. The Administrative Agent shall notify Borrower in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent and the Borrower (each each, an “Incremental Revolving Lender”) to whom the Incremental Revolving Commitments have been allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Incremental Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment. Such Incremental Revolving Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default has occurred and is continuing or would result after giving effect to the making of such Incremental Revolving Commitments and Revolving Loans or the application of the proceeds therefrom, (2) such increase in the Commitments shall be evidenced by one or more joinder agreements (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such Incremental Revolving Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any Class other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or additional trancheappropriate, a “Commitment Increase”) by providing written notice to in the opinion of the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving to effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of this Section 13.5(b2.22, and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.15(e). All terms and conditions of any Revolving Loans or other Obligations relating to Incremental Revolving Commitments shall be on the same terms and conditions as those applicable to Revolving Commitments, Revolving Loans and other Obligations under this Agreement. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to Incremental Revolving Commitments made pursuant to this Agreement.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) may by providing written notice to the Administrative AgentAgent elect to add one or more incremental term loan facilities hereunder (each, which notice an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan Commitments” and loans pursuant thereto “Incremental Term Loans”; the Incremental Term Facilities are collectively referred to as “Incremental Facilities”); provided that the total aggregate amount for all such Incremental Facilities shall be irrevocable once given and shall specify whether such request is for not (ias of any date of incurrence thereof) exceed (x) $160,000,000, plus (y) an increase amount equal to the sum of the Tranche A all voluntary prepayments of Term Loan Commitments or the Tranche B Term Loan Commitments or Loans made pursuant to Section 2.08(a), plus (iiz) an additional tranche of commitments; provided that unlimited amount so long as, after giving effect to any and all the incurrence of such Commitment IncreasesIncremental Facility, the aggregate amount Secured Leverage Ratio, determined on a Pro Forma Basis as of Commitments the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01 (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Incremental Facility had been outstanding on the last day of such four-quarter period, shall not exceed One Billion Dollars 2.50:1.00, with the Borrower electing whether such Incremental Facility have been incurred (in whole or in part) under clauses (x), (y) and/or (z) in its sole discretion. Each Class of Incremental Facility incurred under this Section 2.13 shall be in an aggregate principal amount that is not less than $1,000,000,000)10,000,000. Each such Commitment notice shall specify (x) the date (each, an “Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as Effective Date”) on which the Borrower and proposes that the Incremental Facility shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (y) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agentelect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects to provide such portion of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Incremental Facility.

Increase in Commitments. (a) The After the Closing Date but prior to the Maturity Date, the Borrower shall have the right to request increases from time to time additional Commitments (the “Additional Commitments”) in the an aggregate amount of not to exceed $100,000,000, each which request shall be made by the Commitments of any Class or one or more additional tranches of commitments in Borrower giving written notice (the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Additional Commitment IncreaseNotice”) by providing written notice to the Administrative AgentAgent setting forth whether the Additional Commitments are Term Loan Commitments, which notice shall be irrevocable once given Revolving Commitments or both, and shall specify whether such request is for (i) an increase if both, the allocation of the Tranche A Additional Commitments between Term Loan Commitments or and Revolving Commitments, and such other details with respect thereto as are reasonably requested by the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Administrative Agent. Each request for Additional Commitments shall request Additional Commitments in an amount not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of less than $25,000,000 (or such lesser amount as approved by the Administrative Agent). Upon receipt of such request, the Administrative Agent shall notify the existing Lenders of the requested Additional Commitments and offer each such Lender an opportunity to participate at its sole discretion in the Additional Commitments. Any existing Lender that does not agree (in its sole discretion) to provide a portion of the proposed Additional Commitments within 10 days after receipt from the Administrative Agent of such notice shall be deemed to have declined participation in any amount of such proposed Additional Commitments. Notwithstanding any existing Lender’s rejection of any portion of the proposed Additional Commitments, each existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. In addition, the Borrower and the Administrative Agent may agree in writingoffer to additional proposed Lenders that qualify as Eligible Assignees (including any required consent of the Administrative Agent, the Swingline Lender and/or the Issuing Bank, such consent not to be unreasonably withheld) and integral multiples the opportunity to accept all or a portion of $5,000,000 in excess thereofthe amount of the proposed Additional Commitments. The Administrative Agentallocation of the Additional Commitments among the Lenders and Eligible Assignees who agree to accept any portion thereof shall be made by the Borrower, in consultation with the Borrower, shall manage all aspects Administrative Agent. Upon the effectiveness of the syndication Additional Commitments, (i) each Eligible Assignee (that is not an existing Lender) which has been allocated any portion of such Commitment Increasethe Additional Commitments shall execute an accession agreement to this Agreement, including decisions as to (ii) the selection Commitments of the existing Lenders and/or other bankswhich have been allocated any portion of the Additional Commitments shall be increased by such amount, financial institutions (iii) the Pro Rata Percentages of the Lenders (including the Eligible Assignees as the new Lenders) shall be adjusted to reflect such allocations, (iv) if applicable, and other institutional lenders subject to the payment of applicable amounts pursuant to Section 2.18 in connection therewith, the Borrower shall be approached with respect deemed to have made such Commitment Increase borrowings and repayments of the Revolving Loans, and the allocations thereof Lenders shall make such adjustments of outstanding Revolving Loans between and among them, as shall be necessary to effect the reallocation of the Revolving Commitments such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, after giving effect thereto, the Revolving Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Revolving Commitments, (v) each Lender and Eligible Assignee participating in any Additional Commitment that is allocated in whole or in part to the Term Loan Commitments severally agrees to fund to the Borrower as a single advance the portion of such Additional Commitment that the Borrower has allocated to it pursuant to the immediately preceding sentence and (vi) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders (including the Eligible Assignees as the new Lenders) have agreed to increase their respective Revolving Commitments or make new Revolving Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.24 and which other changes do not adversely affect the rights of those Lenders who do not elect to increase their respective Commitments, in each case without the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Lenders other than those Lenders increasing their Commitments.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) may by providing written notice to the Administrative AgentAgent elect to add one or more incremental term loan facilities hereunder (each, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of “Incremental Term Facility”; the Tranche A commitments thereunder are referred to as “Incremental Term Loan Commitments or Commitments” and loans pursuant thereto “Incremental Term Loans”) and/or increase commitments under the Tranche B Revolving Facility (any such increase, an “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto “Incremental Revolving Loans”; the Incremental Term Loan Commitments or (ii) an additional tranche of commitmentsFacilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”); provided that the total aggregate amount for all such Incremental Facilities (assuming, in the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not (as of any date of incurrence thereof) exceed (x) immediately after giving effect to the incurrence of the 2016 Incremental Facilities on the Restatement Effective Date, $60,000,000 (plus, to the extent utilized to effect an Incremental Revolving Increase, $20,000,000), plus (y) an amount equal to the sum of all voluntary prepayments of Term Loans made pursuant to Section 2.09(a), plus (z) an additional unlimited amount so long as, after giving effect to the incurrence of such Incremental Facility (excluding the cash proceeds of any and all such Commitment IncreasesIncremental Term Loans for purposes of netting and, in the case of any Incremental Revolving Increase, assuming the full amount thereof is fully drawn), the aggregate Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01 (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Incremental Facility (and Revolving Loans in an amount equal to the full amount of Commitments any such Incremental Revolving Increase) had been outstanding on the last day of such four-quarter period, shall not exceed One Billion Dollars 2.50 to 1.00, with the Borrower electing whether such Incremental Facility have been incurred (in whole or in part) under clauses (x) (including the parenthetical thereunder), (y) and/or (z) in its sole discretion; provided, however, that the Secured Leverage Ratio compliance test set forth in the foregoing clause (z) shall be deemed waived with respect to the incurrence of the 2016 Incremental Facilities on the Restatement Effective Date. Each Class of Incremental Facility incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $1,000,000,00010,000,000 (or, if incurred pursuant to the parenthetical to clause (x) in the immediately preceding sentence, $5,000,000). Each such Commitment notice shall specify (x) the date (each, an “Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as Effective Date”) on which the Borrower and proposes that the Incremental Facility shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (y) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agentelect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects to provide such portion of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Incremental Facility.

Increase in Commitments. (a) The At any time prior to the Business Day immediately preceding the Revolving Maturity Date, the Borrower shall have the right to request may effectuate one or more increases in the aggregate amount of the Revolving Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, being a “Commitment Increase”) ), by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments designating either one or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, including decisions as to the selection more of the existing Lenders and/or other banks(each of which, financial institutions in its sole discretion, may determine whether and other institutional lenders to be approached with respect what degree to such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for participate in such Commitment Increase; provided that) or one or more other Eligible Assignees that at the time agree, in the consent case of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Eligible Assignee that is an existing Lender to increase its Revolving Commitment Increase as such Lender shall so select (an “Increasing Lender”) and, in the event the consent case of the Borrower would be required if such bankany other Eligible Assignee that is not an existing Lender (an “Additional Lender”), financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any as a Lender; provided, however, that (i) each such requested Commitment Increase must shall be equal to at least $25,000,000, (ii) all Revolving Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the existing Revolving Commitments and Revolving Advances, as applicable, except as to upfront fees which may be as agreed to between the Borrower and such Increasing Lender or Additional Lender, as the case may be, (iii) the aggregate of all such Commitment Increases shall not exceed $150,000,000, (iv) such Commitment Increase shall not effect an Eligible Assignee subject toincrease in the aggregate Revolving Commitments if the Revolving Maturity Date has occurred, and in accordance with, (v) no Commitment Increase may be effected if the provisions Fixed Charge Coverage Ratio as of the fiscal quarter ended immediately prior to proposed Increase Date for which financial statements have been delivered by the Borrower pursuant to this Agreement was less than 1.50 to 1.00. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 13.5(b)2.15 to the Administrative Agent and the Lenders. This Section 2.15 shall not be construed to create any obligation on the Administrative Agent or any of the Lenders to advance or to commit to advance any credit to the Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower.

Increase in Commitments. (a) The Borrower shall have may from time to time in consultation with the right Administrative Agent, on any Business Day prior to request increases in the Termination Date so long as no Event of Default exists, increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request at least 10 Business Days prior to the desired effective date of any Class such increase (the “Commitment Amount Increase”) identifying the additional Commitments for existing Lender(s) agreeing to increase its/their Commitment(s) (or identifying one or more additional tranches Lender(s) and the amount of commitments in its/their Commitment(s)); provided, however, that (i) the aggregate of all Commitment Amount Increases shall not exceed $145,000,000, (ii) the aggregate amount of $200,000,000 (each such increase in the Commitments of shall not at any Class or additional tranchetime exceed $300,000,000, a “Commitment Increase”(iii) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an any increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of the Commitments shall be in an amount not exceed One Billion Dollars less than $10,000,000 and ($1,000,000,000)iv) if the Borrower invites additional Lenders to join this Agreement, such additional Lenders shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. Each such The effective date of any Commitment Amount Increase must shall be an aggregate minimum amount of $25,000,000 (or such lesser amount as agreed upon by the Borrower and the Administrative Agent may agree in writingAgent. Upon the effectiveness thereof, the new Lender(s) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent(or, in consultation with the Borrowerif applicable, existing Lender(s)) shall manage all aspects of the syndication of such Commitment Increaseadvance Revolving Loans, including decisions as to the selection of or the existing Lenders and/or other banksshall make such assignments (which assignments shall not be subject to the requirements set forth in Section 12.12) of the outstanding Revolving Loans to the Lenders providing the Commitment Amount Increase so that, financial institutions and other institutional lenders to be approached with respect after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees Amount Increase) will hold Revolving Loans equal to be paid for such Commitment Increase; provided that, the consent its Percentage of all outstanding Revolving Loans. The Borrower agrees to pay any reasonable expenses of the Borrower (not Administrative Agent relating to be unreasonably withheldany Commitment Amount Increase. Notwithstanding anything herein to the contrary, conditioned or delayed) no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be required for all banksincreased without its consent thereto, financial institutions and institutional lenders that agree each Lender may at its option, unconditionally and without cause, decline to provide increase its Commitment. The Borrower shall have no obligation to offer any such Commitment Increase in Lender the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were opportunity to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated participate in any way whatsoever to provide a Commitment Amount Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b).

Increase in Commitments. (a) The At any time on or before March 31, 2013, Borrower shall have may by written notice to the right to Administrative Agent and without the consent of the other Lenders hereunder request increases to the existing Commitments (any such increase, an “Incremental Commitment”). Each Incremental Commitment shall be in a minimum amount of at least $5.0 million and the aggregate amount of all Incremental Commitments shall not exceed $20.0 million. Such notice shall specify the date (an “Increased Amount Date”) on which Borrower proposes that the Incremental Commitments of any Class or one or more additional tranches of commitments in be made available, which shall be a date not less than 5 Business Days after the aggregate date on which such notice is delivered to the Administrative Agent, and the amount of $200,000,000 the Incremental Commitments. The Administrative Agent shall notify Borrower in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent and the Borrower (each, an “Incremental Lender”) to whom the Incremental Commitments have been allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that (1) such Incremental Commitment will constitute permitted debt and the liens securing the same will constitute permitted liens, in each case, under the Senior Notes Indenture, the Senior Secured Notes Indenture, and the Senior Secured Notes Security Agreement, (2) no Default or Event of Default has occurred and is continuing or would result after giving effect to the making of such Incremental Commitments and Loans or the application of the proceeds therefrom, and the chief financial officer of the Borrower shall have delivered a certificate, in form and substance satisfactory to Administrative Agent, with respect to items (1) and (2) herein, and (3) such increase in the Commitments shall be evidenced by one or more joinder agreements (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such Incremental Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any Class other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or additional trancheappropriate, a “Commitment Increase”) by providing written notice to in the opinion of the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving to effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of this Section 13.5(b2.17, and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.14(e). All terms and conditions of any Loans or other Obligations relating to Incremental Commitments shall be on the same terms and conditions as those applicable to Commitments, Loans and other Obligations under this Agreement. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Loans shall be deemed, unless the context otherwise requires, to include references to Loans made pursuant to Incremental Commitments made pursuant to this Agreement.

Increase in Commitments. (a) The a)Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower shall have the right to request increases in the aggregate amount of the may request: additional Term Commitments of any Class or one or more and/or additional tranches of commitments in the aggregate amount of $200,000,000 Revolving Credit Commitments (each such increase in the Commitments of any Class or additional trancheeach, a “Commitment Increase”) by providing written notice pursuant to the Administrative Agent, which notice shall be irrevocable once given any Commitment Increase and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitmentsJoinder Agreement; provided that after giving effect to any and all such Commitment Increasesaddition, the aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this Section 2.16(a) shall not exceed One Billion Dollars the sum of (i) $1,000,000,000375,000,000, (ii) (A) in the case of any Commitment Increase that effectively extends the maturity of any Tranche of the 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 Commitment Increase that effectively replaces any Revolving Credit Commitment terminated under Section 3.09 or Section 11.01(f), an amount equal to the portion of the relevant terminated Revolving Credit Commitments, (iii) the amount of any voluntary prepayments of the Term Loans or any permanent reduction of the Revolving Credit Commitments (to the extent not financed with the proceeds of long-term Indebtedness) and (iv) an amount not in excess of an amount such that, after giving effect to 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, the First Lien Leverage Ratio does not exceed 3.50:1.00, or (B) if such Commitment Increase is secured by a Lien on the Collateral that is junior to the Lien securing the Facilities, the Senior Secured Leverage Ratio does not exceed 4.50:1.00; provided that for purposes of calculating such First Lien Leverage Ratio or Senior Secured Leverage Ratio under this clause (iv), (1) the proceeds from any such Commitment Increase shall not be netted from Indebtedness and (2) the Revolving Credit Commitments shall be assumed to be fully drawn. It is understood and agreed that, unless the Borrower otherwise notifies the Administrative Agent, if all or any portion of any Commitment Increase or Incremental Equivalent Debt would be permitted under clause (iv) of this clause (a) on the applicable date of determination, such Commitment Increase or Incremental Equivalent Debt (or the relevant portion thereof) shall be deemed to have been incurred in reliance on clause (iv) of this clause (a) prior to the utilization of any amount available under clause (i) of this clause(a). Each such Commitment Increase must addition under this Section 2.16(a). shall be in an aggregate minimum amount of $25,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof. (b)Any loans made in respect of any such additional Term Commitments (the “Additional Term Loans”) may be made, at the option of the Borrower, either by (i) increasing the Term Loans with the same terms (including pricing) as the existing Term Loans, or (ii) creating a new tranche of terms loans (an “Additional Term Loan Tranche”); provided that 49 any Additional Term Loan Tranche (A) shall not mature prior to the stated Maturity Date applicable to the latest maturing Tranche of Term Loans on the date of incurrence of such lesser amount Additional Term Loans and (B) the Weighted Average Life to Maturity of any Additional Term Loan Tranche shall be no less than the Weighted Average Life to Maturity of such latest maturing Tranche of Term Loans. (c)Any such additional Revolving Credit Commitments (the “Additional Revolving Credit Commitments”) may be made by increasing the Revolving Credit Commitments with the same terms (including pricing) as any existing Revolving Credit Commitments of the latest maturing Tranche of Revolving Credit Commitments. (d)The Borrower may invite any Lender or any additional Eligible Assignees to become Term Lenders or Revolving Credit Lenders, as applicable, pursuant to a commitment increase and joinder agreement in form and substance reasonably satisfactory to the Administrative Agent (each, a “Commitment Increase and Joinder Agreement”). No Lender will be obligated to provide all or any portion of any Commitment Increase and the determination to provide such commitment shall be within the sole and absolute discretion of such Lender. Any failure by a Lender to respond to any such invitation shall not be deemed an acceptance or agreement to provide such Commitment Increase. (e)If any Term Commitments or Revolving Credit Commitments are added in accordance with this Section 2.16, the Administrative Agent and the Borrower shall determine the effective date (the “Additional Commitments Effective Date”) and the final allocations of such additional Commitments. The Administrative Agent shall promptly notify the Borrower and the lenders providing such Commitment Increase of the final allocation thereof and the Additional Commitments Effective Date. As a condition precedent to such addition, before and after giving effect to such increase, (i) (A) the representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and (B) no Event of Default exists before or after giving effect to such addition; provided that notwithstanding anything to the contrary in this Section 2.16 or in any other provisions of any Loan Document, if the proceeds of any Commitment Increase are intended to be applied to finance an acquisition or other Investment, in each case permitted hereunder, and the lenders providing such Commitment Increase so agree, such requirements in clauses (i)(A)(B) and (B) of this Section 2.16(e) may be subject to customary “SunGard” or other applicable “certain funds” conditionality provisions and “specified representations” provisions and (ii) the Borrower shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.10, determined on the basis of the financial information most recently delivered to the Administrative Agent may agree and the Lenders (either pursuant to Section 6.01 or Section 6.01(b) or in writingany subsequent delivery of financial information by the Borrower to the Administrative Agent prior to such time), assuming that the applicable additional Commitments were fully drawn on the first day of the fiscal period covered thereby (and the proceeds from such additional Commitments shall not be netted from Indebtedness in the calculation of the applicable leverage ratio test). (f)On each Additional Commitments Effective Date, (i) each Lender or Eligible Assignee which is providing an additional Term Commitment (A) shall become a “Term Lender” for all purposes of this Agreement and integral multiples the other Loan Documents, and (B) shall make an Additional Term Loan to the Borrower in a principal amount equal to such additional Term Commitment, and such Additional Term Loan shall be deemed a “Term Loan” for all purposes of $5,000,000 this Agreement and the other Loan Documents and (ii) each Lender or Eligible Assignee which is providing an additional Revolving Credit Commitment shall become a “Revolving Credit Lender” for all purposes of this Agreement and the other Loan Documents with a Revolving Credit Commitment that is increased by (in excess thereofthe case of an existing Revolving Credit Lender) or equal to (in the case of a new Revolving Credit Lender) such additional Revolving Credit Commitment. The Administrative Agent, (g)The interest rate applicable to any Additional Term Loans will be determined by the Borrower and the lenders providing such Additional Term Loans; provided that with respect to any Commitment Increase in consultation respect of the Term B Facility that is pari passu with the Borrowerexisting Term B Facility in right of payment and with respect to security incurred in the first 18 months after the Closing Date for which the initial ”yield” on such Commitment Increase exceeds the “yield” at such time on the Term B Facility by more than 50 basis points, the Applicable Margin on the Term B Facility shall manage all aspects be increased to the extent necessary so that the “yield” applicable to the Term B Facility is equal to the “yield” on such Commitment Increase minus 50 basis point (the “MFN Provision”). For purposes of the syndication MFN Provision, “yield” shall be reasonably determined by the Administrative Agent and the Borrower; provided that in determining the applicable yield: (w) original issue discount or upfront fees paid by the Borrower in connection with such Commitment Increase or the existing Term B Facility (based on a four-year average life to maturity or, if lesser, remaining average life to maturity) shall be included, (x) any amendments to the Applicable Margin on the existing Term B Facility that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment IncreaseIncrease shall be included, including decisions as to the selection of (y) arrangement, structuring, underwriting fees and amendment fees paid or payable in connection with the existing Lenders and/or other banks, financial institutions and other institutional lenders Term B Facility or to be approached with respect one 50 or more arrangers (or their Affiliates) in their capacities as such applicable to such Commitment Increase (regardless of whether such fees are paid to or shared in whole or in part with any lender) and the allocations thereof among such existing Lenders and/or any other banks, financial institutions and other institutional fees not paid generally to all lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) ratably shall be required for all banks, financial institutions excluded and institutional lenders that agree to provide any (z) if such Commitment Increase includes any “LIBOR” interest rate floor greater than that applicable to the existing Term B Facility and such floor is applicable to existing Term B Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase. The MFN Provision shall also apply to any loan issuance otherwise permitted in Section 7.03(h)(x), 7.03(z) and 7.03(aa) that is pari passu in right of payment with the event Term B Facility and secured by a Lien on the consent Collateral on a pari passu basis with the Liens securing the Term B Facility. (h)Any Additional Term Loans may rank pari passu or junior with respect to security with the Facilities (and if applicable, subject to an Acceptable Intercreditor Agreement) and will not be guaranteed by an entity which is not (or does not become) a Loan Party. (i)Except as otherwise specified above (including with respect to margin, pricing, maturity and/or fees), the other terms of any Additional Term Loan Tranche, if not substantially consistent with the terms of the Borrower would applicable Term Facility, shall be required if such bank, financial institution or institutional lender were reasonably satisfactory to become a Lender pursuant the Administrative Agent (it being understood that terms not substantially consistent with the applicable Term Facility which are applicable only after the Latest Term Maturity Date are acceptable to Section 13.5(b)(iii)(Athe Administrative Agent). No Lender shall (j)The proceeds of any Commitment Increase may be obligated in any way whatsoever to provide a Commitment Increaseused by the Borrower and its Subsidiaries for working capital and other general corporate purposes, including the financing of permitted acquisitions and other Investments and any new Lender becoming a party to other use not prohibited by this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Agreement. Section 13.5(b)2.17.

Increase in Commitments. (ai) The Borrower shall have Borrowers may from time to time after the right Original Closing Date elect to request increases in increase the aggregate amount of the Revolving Credit Commitments of any Class (“Increased Commitments”) or enter into one or more additional tranches Classes of commitments term loans (each, an “Incremental Term Loan”), in the each case in an aggregate principal amount of not less than $200,000,000 (each such increase in the Commitments of any Class or additional tranche25.0 million so long as, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increasesthereto, the aggregate amount of all such Increased Commitments shall and all such Incremental Term Loans does not exceed One Billion Dollars $125.0 million. The Borrowers may arrange for any such increase or Class to be provided by one or more Lenders ($1,000,000,000each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”). Each , or by one or more new banks, financial institutions or other entities (each such Commitment Increase must new bank, financial institution or other entity, an “Augmenting Lender”) not currently a Lender; provided that each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender) shall be an aggregate minimum amount subject to the approval of $25,000,000 (or such lesser amount as the Parent Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (consents not to be unreasonably withheld) and, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event case of an Increased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld). Without the consent of any Lenders other than the Borrower would relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be required if such bank, financial institution or institutional lender were to become a Lender amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower (without the consent of any other Loan Party), to effect the provisions of this Section 13.5(b)(iii)(A)2.12. No Increased Commitments and Incremental Term Loans created pursuant to this Section 2.12 shall become effective on the date agreed by the Parent Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments and no Incremental Term Loan shall be obligated permitted under this clause unless (i) on the proposed date of the effectiveness of such increase in the Revolving Credit Commitments or borrowing of such Incremental Term Loan, the conditions set forth in Section 6.02 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 Parent Borrower, (ii) the Parent Borrower shall be in compliance, calculated on a Pro Forma Basis (assuming that any way whatsoever Increased Commitments were fully drawn) with the Financial Covenants, (iii) the Parent Borrower shall have delivered or caused to provide a Commitment Increase, be delivered legal opinions and any new Lender becoming a party to this Agreement other documents reasonably requested by the Administrative Agent in connection with any such requested Commitment Increase must be an Eligible Assignee subject totransaction and (iv) the Senior Secured Leverage Ratio of the Parent Borrower, calculated on a Pro Forma Basis (assuming that any Increased Commitments were fully drawn), is less than or equal to 3.40:1.00. On the effective date of any increase in the Revolving Credit Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal each such Lender’s pro rata share of such outstanding Loans, and (ii) on the date of such increase, (a) if there are Revolving Credit Loans then outstanding, the Borrowers shall prepay such Revolving Credit Loans (and pay any additional amounts required pursuant to Section 5.03 in connection therewith), and borrow Revolving Credit Loans from the relevant Increasing Lender(s) and/or Augmenting Lender(s), as shall be necessary in order that, after giving effect to such prepayments and borrowings, all Revolving Credit Loans will be held ratably by the Revolving Credit Lenders (including the relevant Increasing Lender(s) and/or Augmenting Lender(s)) in accordance withwith their respective Revolving Credit Commitments after giving effect to the applicable Increased Commitment(s) and (b) if there are Swingline Loans or Letters of Credit then outstanding, the participations of the Revolving Credit Lenders in such Swingline Loans or Letters of Credit, as the case may be, will be automatically adjusted to reflect the Revolving Credit Percentage Shares of all the Revolving Credit Lenders (including each relevant Increasing Lender and/or Augmenting Lender) after giving effect to the applicable Increased Commitment(s). The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 13.5(b)5.03 if the deemed payment occurs other than on the last day of the related Interest Periods. The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement providing for such Incremental Term Loans; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount and upfront fees shall be as set forth in the amendment providing for such Incremental Term Loans; provided that if the Yield of any Incremental Term Loans exceeds the Yield of the Term Loans by more than 50 basis points, then the Applicable Margin for the Term Loans shall be increased to the extent required so that the Yield of any such Class or Classes of Term Loans is equal to the Yield of such Incremental Term Loans minus 50 basis points and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iv) above) shall be the same as the terms of the then outstanding Term Loans except to the extent such covenants and other terms apply solely to any period after the Term Loan Maturity Date. Any Increased Commitments shall be on the same terms and conditions as the existing Revolving Credit Commitments. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Revolving Credit Commitments, provide an Increased Commitment or provide a commitment with respect to an Incremental Term Loan pursuant to this Section and any election to do so shall be in the sole discretion of such Lender.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written Upon notice to the Administrative Agent, which notice at any time after the Effective Date, the Borrower may request that Additional Revolving Credit Commitments be provided by the existing Lenders (in accordance with their Pro Rata Share), and if such Lenders are unwilling to provide such Additional Revolving Credit Commitments (it being understood that a Lender shall be irrevocable once given deemed to be unwilling to provide such Additional Revolving Credit Commitments if it has not affirmatively responded to the Administrative Agent within 10 Business Days after Xxxxxxxx’s request), (x) the Lead Arranger will use its reasonable efforts, subject to compensation to be agreed, to obtain one or more Persons that are Eligible Assignees to provide such Additional Revolving Credit Commitments and/or (y) the Borrower may identify one or more financial institutions which are not existing Lenders (and shall specify whether which are not Loan Parties or Affiliates of Loan Parties) that are reasonably acceptable to the Administrative AgentPersons that are Eligible Assignees to provide such request is for Additional Revolving Credit Commitments; provided that (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment IncreasesAdditional Revolving Credit Commitments, the aggregate amount of Additional Revolving Credit Commitments that have been added pursuant to this Section 2.18 shall not exceed One Billion Dollars $125,000,000160,000,000 , ($1,000,000,000). Each such Commitment Increase must ii) each request for Additional Revolving Credit Commitments shall be an aggregate in minimum amount increments of $25,000,000 20,000,000, (or such lesser amount as iii) the Borrower shall not make more than five such requests for Additional Revolving Credit Commitments and (iv) the Administrative Agent may agree terms of any Additional Revolving Credit Advances shall be the same as those for the existing Revolving Credit Advances, except that the Borrower shall be permitted to pay upfront fees to the Additional Revolving Credit Lenders in writingamounts to be agreed. Notwithstanding anything contained herein to the contrary, (x) the Lender Parties shall not be obligated to commit to the Additional Revolving Credit Commitments, and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with (y) no Additional Revolving Credit Commitments shall be provided except to the Borrower, shall manage all aspects extent within the limitations of the syndication of such Commitment Increase, including decisions “Maximum ABL Facility Amount” under and 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase defined in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)ABL Intercreditor Agreement.

Increase in Commitments. (a) The (x) U.S. Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranchemay, a “Commitment Increase”) by providing written notice to the Administrative AgentAgent at any time after the Closing Date, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A on one or more occasions Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments and (y) the EMEA Borrower may, by written notice to the Administrative Agent at any time after the Closing Date, request on one or the Tranche B more occasions Incremental Term Loan Commitments Commitments, in an aggregate principal amount (together with all Incremental Equivalent Debt outstanding at such time) not to exceed the Incremental Facility Maximum Amount from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (ii) an additional tranche each of commitmentswhich shall be entitled to agree or decline to participate in its sole discretion; provided that after giving effect if any such existing Lender does not respond to any and all such Commitment Increaseswritten notice within five (5) Business Days, the aggregate amount of Commitments such Lender shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writingdeemed to have declined to participate therein) 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 Commitment Increase, including decisions as to the selection of the existing Lenders and/or other additional banks, financial institutions and other institutional lenders to be approached with respect to such Commitment Increase and the allocations thereof among such existing who will become Incremental Term Lenders and/or other banksIncremental Revolving Credit Lenders, financial institutions as applicable, in connection therewith; provided, further that each Incremental Term Lender and other institutional lenders and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the Fees to be paid for approval of (i) the Administrative Agent in its reasonable discretion (such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks), financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event extent the consent of the Borrower Administrative Agent would be required if to consent to the assignment of any Loans or Commitments to such bank, financial institution or institutional lender were to become a Incremental Term Lender and Incremental Revolving Credit Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement and (ii) in connection with Incremental Revolving Credit Commitments only, each LC Issuer, to the extent such consent would have been required for assignments of any such Revolving Loans or Revolving Commitments pursuant to this Agreement. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested Commitment Increase must (which shall be an Eligible Assignee subject toin minimum increments of, in the case of Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments denominated in Dollars, $1,000,000 and a minimum amount of $10,000,000, in the case of Incremental Term Loan Commitments denominated in Euro, €1,000,000 and a minimum amount of €10,000,000 and in accordance withthe case of Incremental Term Loan Commitments denominated in another currency (which currency shall be reasonably acceptable to the Administrative Agent), such minimum increments as the provisions Applicable Borrower and the Administrative Agent shall reasonably agree), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 15 days nor more than 60 days after the date of Section 13.5(bsuch notice, unless otherwise agreed to by the Administrative Agent in its reasonable discretion)., (iii) whether such Incremental Term Loan Commitments are to be Closing Date EMEA Term Commitments, Closing Date U.S. Term Commitments or commitments to make term loans with terms different from the Closing Date Term Loans (“Other Term Loans”) and (iv) in the case of Other Term Loans, whether such Other Term Loans are to be EMEA Facility Obligations or U.S.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) may by providing written notice to the Administrative AgentAgent elect to add one or more incremental term loan facilities hereunder (each, which notice an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan Commitments” and loans pursuant thereto “Incremental Term Loans”) and/or increase commitments under the Revolving Facility (any such increase, an “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto “Incremental Revolving Loans”; the Incremental Term Facilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”); provided that the total aggregate amount for all such Incremental Facilities (assuming, in the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall be irrevocable once given and shall specify whether such request is for not (ias of any date of incurrence thereof) exceed (x) $60,000,000 (plus, to the extent utilized to effect an Incremental Revolving Increase, $20,000,000), plus (y) an increase amount equal to the sum of the Tranche A all voluntary prepayments of Term Loan Commitments or the Tranche B Term Loan Commitments or Loans made pursuant to Section 2.09(a), plus (iiz) an additional tranche of commitments; provided that unlimited amount so long as, after giving effect to the incurrence of such Incremental Facility (excluding the cash proceeds of any and all such Commitment IncreasesIncremental Term Loans for purposes of netting and, in the case of any Incremental Revolving Increase, assuming the full amount thereof is fully drawn), the aggregate Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01 (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Incremental Facility (and Revolving Loans in an amount equal to the full amount of Commitments any such Incremental Revolving Increase) had been outstanding on the last day of such four-quarter period, shall not exceed One Billion Dollars 2.50 to 1.00, with the Borrower electing whether such Incremental Facility have been incurred (in whole or in part) under clauses (x) (including the parenthetical thereunder), (y) and/or (z) in its sole discretion. Each Class of Incremental Facility incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $1,000,000,00010,000,000 (or, if incurred pursuant to the parenthetical to clause (x) in the immediately preceding sentence, $5,000,000). Each such Commitment notice shall specify (x) the date (each, an “Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as Effective Date”) on which the Borrower and proposes that the Incremental Facility shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (y) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agentelect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects to provide such portion of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Incremental Facility.

Increase in Commitments. (a) The Borrower shall have the right to Agent may request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such an increase in the Commitments of any Class or additional tranche, from time to time upon notice to Agent (a “Revolver Commitment Increase”) by providing written notice to as long as (a) the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such requested Revolver Commitment Increase must be an aggregate is in a minimum amount of $25,000,000 (or such lesser amount and is offered on the same terms as the existing U.S. Revolver Commitments or Canadian Revolver Commitments, as applicable, except for any upfront fees agreed to by the Borrower Agent and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with Persons providing the Borrower, shall manage all aspects of the syndication of such Revolver Commitment Increase, including decisions as (b) the Revolver Commitment Increases under this Section do not exceed $75,000,000 in the aggregate and no more than three (3) Revolver Commitment Increases are made in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the selection requested Revolver Commitment Increase, (d) no Default or Event of Default shall have occurred and be continuing as of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such date of the request of the Revolver Commitment Increase and both immediately before and after giving effect thereto, (e) the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders Revolver Commitment Increase will be allocated between the U.S. Revolver Commitments and the Fees to be paid for such Canadian Revolver Commitments as designated by the Borrower Agent and the Persons providing the Revolver Commitment Increase; provided that, subject to the consent of Agent, not to be unreasonably withheld or delayed, (f) the Borrower Agent shall deliver or cause to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by Agent in connection with the Revolver Commitment Increase, (g) the Borrower(s) within the applicable Borrower Group shall pay all of Agent’s out-of-pocket costs and expenses in connection with the Revolver Commitment Increase, any payments required pursuant to Section 3.9 in connection with the Revolver Commitment Increase and any upfront fees agreed to by the Borrower Agent and the Persons providing the Revolver Commitment Increase and (h) Agent shall have received a certification from a Financial Officer of the Borrower Agent, or other evidence reasonably satisfactory to Agent, that such increase is permitted under the Term Loan Credit Agreement and the Intercreditor Agreement (except to the extent the Indebtedness under the Term Loan Credit Agreement has been discharged in full) and does not cause the aggregate Commitments to exceed 90% of any applicable cap thereunder. Agent shall promptly notify the Applicable Lenders of the requested Revolver Commitment Increase and, within 10 Business Days, thereafter, each Applicable Lender shall notify Agent if and to what extent such Applicable Lender commits to increase its Commitment. Any Applicable Lender not responding within such period shall be deemed to have declined an increase. If the Applicable Lenders fail to commit to the full requested Revolver Commitment Increase, Eligible Assignees may issue additional Commitments and become U.S. Lenders or Canadian Lenders, as applicable, hereunder. Agent may allocate, with consent of Borrower Agent (not to be unreasonably withheld), conditioned or delayed) the increased Commitments among committing Applicable Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total applicable Commitments shall be required for all banksincreased by the requested amount (or such lesser amount committed by Applicable Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, financial institutions but no later than 45 days following Borrower Agent’s Revolver Commitment Increase request. Agent, Borrower Agent, Borrower(s) within the applicable Borrower Group, and institutional lenders that agree new and existing Applicable Lenders shall execute and deliver such documents and agreements as Agent deems reasonably appropriate to provide any such evidence the Revolver Commitment Increase in the event the consent and allocations of the Borrower would be required if such bankapplicable Commitments. On the effective date of an increase, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender the applicable Revolver Usage and other exposures under the applicable Commitments shall be obligated in any way whatsoever to provide a Commitment Increasereallocated among Applicable Lenders, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject tosettled by Agent if necessary, and in accordance with, the provisions with Applicable Lenders’ adjusted shares of Section 13.5(b)such Commitments.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written Upon notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such at any time after the Closing Date, the Borrower may request is for Additional Term Commitments or Additional Revolving Credit Commitments; provided that (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increasesaddition, 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 One Billion Dollars ($1,000,000,000A) in the case of this Clause (A). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as , on and after the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided thatTenth Amendment Effective Date, the consent 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 (not or are required to be unreasonably withheld, conditioned or delayedhave been) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender furnished pursuant to Section 13.5(b)(iii)(A6.01 ended on or prior to the date of the incurrence of such Additional Term Commitments or Additional Revolving Credit Commitments, (the “General Incremental Availability”). No Lender , plus (B) additional amounts to the extent that in the case of this clause (B) only the Senior 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 Additional Revolving Credit Commitments (calculated as if such Additional Revolving Credit Commitments were fully drawn on the applicable test date), as applicable, shall be obligated not exceed, 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 Borrower 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 any way whatsoever to provide a Commitment Increasethis sole discretion, and any new Lender becoming (II) so long as the all-in yield did not require a party change to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(binterest rate margins pursuant to clause (vi).

Increase in Commitments. At any time that no Default has occurred and is continuing and the Permitted Sale-Leaseback has been consummated resulting in no less than $200,000,000 of Net Disposition Proceeds, ACT may, by notice to the Administrative Agents, request that on the terms and subject to the conditions contained in this Agreement, the Lenders or Eligible Assignees (anot then a party to this Agreement) provide up to an aggregate amount of $100,000,000 (or such lesser amount then permitted by the terms of Subordinated Debt) in additional loan commitments consisting of revolving loan commitments denominated in any Currency (the “Additional Revolving Loan Commitments”) and/or term loan commitments denominated in any Currency (the “Additional Term Loan Commitments”, and collectively, with the Additional Revolving Loan Commitments, the “Additional Loan Commitments”). Upon receipt of such notice, the Administrative Agents shall use commercially reasonable efforts to arrange for the Lenders to provide such Additional Loan Commitments; provided, that the Administrative Agents will first offer each of the Lenders that then has a Percentage of the Revolving Loan Commitment or has outstanding Term Loans, as applicable, a pro rata portion (based upon the applicable Revolving Loan Commitment Amount or applicable aggregate outstanding principal amount of Term Loans, as applicable, at such time) of any such Additional Loan Commitments. Alternatively, any Lender may commit to provide the full amount of the requested Additional Loan Commitments and then offer portions of such Additional Loan Commitments to the other Lenders or Eligible Assignees, subject to the proviso in the immediately preceding sentence. Nothing contained in this Section or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such Additional Loan Commitments. If and to the extent that any Lenders or Eligible Assignees agree, in their sole discretion, to provide any Additional Revolving Loan Commitments, (i) the applicable Revolving Loan Commitment Amount shall be increased by the amount of the Additional Revolving Loan Commitments agreed to be so provided, (ii) the Percentages of the respective Lenders in respect of the applicable Revolving Loan Commitment shall be proportionally adjusted, as applicable, (iii) at such time and in such manner as ACT and the Canadian Administrative Agent shall agree, the Lenders shall assign and assume outstanding applicable Revolving Loans and participations in outstanding applicable Letters of applicable Credit and applicable Swing Line Loans so as to cause the amount of such applicable Revolving Loans and participations held by each Lender to conform to the respective percentages of the applicable Revolving Loan Commitments of the Lenders and (iv) the Borrowers shall execute and deliver (or cause to be executed and delivered) any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agents may reasonably request and acceptable to ACT (acting reasonably). If and to the extent that any Lenders or Eligible Assignees agree, in their sole discretion, to provide any such Additional Term Loan Commitments, (i) the Borrowers shall deliver to the Administrative Agents an applicable term loan commitment addendum, in form and substance acceptable to the Administrative Agents, setting forth the aggregate amount of the requested Additional Term Loan Commitments and the applicable Percentage of each Lender or Eligible Assignee providing such Additional Term Loan Commitments, (ii) the interest rate applicable to additional term loans shall be mutually agreed upon at the time the Additional Term Loan Commitments are provided (but after giving effect to the then prevailing xxxx-to-market of Term Loans then outstanding in the secondary trading of such Term Loans, as determined by the Arrangers), (iii) unless specifically set forth herein or in the applicable term loan commitment addendum, all other terms of the Additional Term Loans shall be identical to those of the U.S. Term Loans or Canadian Term Loans (but after giving effect to the then prevailing xxxx-to-market of Term Loans then outstanding in the secondary trading of such Term Loans, as determined by the Arrangers), as applicable, and (iv) the Borrowers shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agents may reasonably request and acceptable to ACT (acting reasonably). Any request by ACT under this Section shall be binding on all Obligors. The Borrower parties hereto agree that the Administrative Agents are entitled to execute on behalf of the Secured Parties any amendments or modifications reasonably required to effectuate the foregoing. The Administrative Agent shall have the right to request increases in set forth the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice conditions precedent to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Additional Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Commitments.

Increase in Commitments. (a) At any time, Borrower may by written notice to the Administrative Agent and without the consent of the other Lenders hereunder request an increase to the existing Revolving Commitments (any such increase, an “Incremental Revolving Commitment”) or commitments to make additional Term B Loans (any such increase, an “Incremental Term B Commitment”). The Borrower Incremental Revolving Commitments and the Incremental Term B Commitments (collectively, the “Incremental Commitments”) shall have the right to request increases be in minimum amounts of at least $5.0 million and the aggregate amount of all Incremental Commitments shall not exceed $75.0 million. Such notice shall specify the date (an “Increased Amount Date”) on which Borrower proposes that the Incremental Commitments of any Class or one or more additional tranches of commitments in be made available, which shall be a date not less than 5 Business Days after the aggregate date on which such notice is delivered to the Administrative Agent, and the amount of $200,000,000 each Class of Incremental Commitment. The Administrative Agent shall notify Borrower in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent (each each, an “Incremental Lender”) to whom the Incremental Commitments have been allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default has occurred and is continuing or would result after giving effect to the making of such Incremental Commitments and Loans or the application of the proceeds therefrom, (2) such increase in the Commitments shall be evidenced by one or more joinder agreements (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such Incremental Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any Class other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or additional trancheappropriate, a “Commitment Increase”) by providing written notice to in the opinion of the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving to effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of this Section 13.5(b2.22, and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.15(e). In addition, unless otherwise specifically provided herein, all references in Loan Documents to Revolving Loans or Term B Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to Incremental Revolving Commitments and Loans made pursuant to Incremental Term B Commitments (“Incremental Term Loans”), respectively, made pursuant to this Agreement.

Increase in Commitments. (a) The (x) U.S. Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranchemay, a “Commitment Increase”) by providing written notice to the Administrative AgentAgent at any time after the Closing Date, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A on one or more occasions Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments and (y) the EMEA Borrower may, by written notice to the Administrative Agent at any time after the Closing Date, request on one or the Tranche B more occasions Incremental Term Loan Commitments Commitments, in an aggregate principal amount (together with all Incremental Equivalent Debt outstanding at such time) not to exceed the Incremental Facility Maximum Amount from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (ii) an additional tranche each of commitmentswhich shall be entitled to agree or decline to participate in its sole discretion; provided that after giving effect if any such existing Lender does not respond to any and all such Commitment Increaseswritten notice within five (5) Business Days, the aggregate amount of Commitments such Lender shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writingdeemed to have declined to participate therein) 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 Commitment Increase, including decisions as to the selection of the existing Lenders and/or other additional banks, financial institutions and other institutional lenders to be approached with respect to such Commitment Increase and the allocations thereof among such existing who will become Incremental Term Lenders and/or other banksIncremental Revolving Credit Lenders, financial institutions as applicable, in connection therewith; provided, further that each Incremental Term Lender and other institutional lenders and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the Fees to be paid for approval of (i) the Administrative Agent in its reasonable discretion (such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks), financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event extent the consent of the Borrower Administrative Agent would be required if to consent to the assignment of any Loans or Commitments to such bank, financial institution or institutional lender were to become a Incremental Term Lender and Incremental Revolving Credit Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement and (ii) in connection with Incremental Revolving Credit Commitments only, each LC Issuer, to the extent such consent would have been required for assignments of any such Revolving Loans or Revolving Commitments pursuant to this Agreement. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested Commitment Increase must (which shall be an Eligible Assignee subject toin minimum increments of, in the case of Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments denominated in Dollars, $1,000,000 and a minimum amount of $10,000,000, in the case of Incremental Term Loan Commitments denominated in Euro, €1,000,000 and a minimum amount of €10,000,000 and in accordance withthe case of Incremental Term Loan Commitments denominated in another currency (which currency shall be reasonably acceptable to the Administrative Agent), such minimum increments as the provisions Applicable Borrower and the Administrative Agent shall reasonably agree), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 15 days nor more than 60 days after the date of Section 13.5(bsuch notice, unless otherwise agreed to by the Administrative Agent in its reasonable discretion), (iii) whether such Incremental Term Loan Commitments are to be Closing Date EMEA Term Commitments, Closing Date U.S. Term Commitments or commitments to make 122 term loans with terms different from the Closing Date Term Loans (“Other Term Loans”) and (iv) in the case of Other Term Loans, whether such Other Term Loans are to be EMEA Facility Obligations or U.S. Obligations. Notwithstanding anything contained herein to the contrary, it is acknowledged and agreed that all Incremental Revolving Credit Commitments are to be Revolving Commitments and based on the terms and conditions set forth herein for Revolving Commitments and Revolving Loans.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon not less than thirty (30) days’ (or such shorter period as may be acceptable to Agent) notice to Agent, as long as (a) The Borrower shall have the right to request increases requested increase is in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 20,000,000 and is offered on the same terms as existing Commitments, (b) total increases under this Section do not exceed $120,000,000 and no more than three (3) increases are made and (c) any other fees or expenses required to be paid by Borrowers in connection with such increase shall be mutually agreed. Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify 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 Xxxxxxx fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Commitments shall be increased by the requested amount (or such lesser amount committed by Xxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided (i) the conditions set forth in Section 6.2 are satisfied at such time; and (ii) to the extent Collateral includes any Real Estate, flood insurance diligence and documentation have been completed as the Borrower required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Agent, Borrowers, and the Administrative new and existing Lenders shall execute and deliver such documents and agreements as Agent may agree reasonably deems appropriate to evidence the increase in writing) and integral multiples allocations of $5,000,000 in excess thereofCommitments. The Administrative AgentOn the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Agent as necessary, in consultation accordance with the Borrower, shall manage all aspects Lenders’ adjusted shares of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Commitments.”

Increase in Commitments. On or before November [ ], 2006, so long as (ai) The Borrower no Default or Event of Default shall have occurred and be continuing, and (ii) the proceeds of any Credit Extensions utilizing such increased Commitments are used to construct or acquire new articulated tug-barge vessels (including the ATB) or to fund a Vessel Acquisition, (iii) each Lender shall have been offered a pro rata share of such proposed increase, and (iv) on the effective date of such increase, no LIBO Rate Loans shall be outstanding (or if any LIBO Rate Loans are outstanding, the effective date of such increase shall be the last day of the Interest Period in respect of such LIBO Rate Loans), Borrowers may increase the Term Loan Commitment Amount or the Revolving Commitment Amount, or both (such increase herein the "Greenshoe Increase"), at the Arranger's and the Borrowers' mutual discretion, in an aggregate amount for all such increases of up to $90,000,000. Each Lender shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional trancheoption, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No but no Lender shall be obligated in have any way whatsoever obligation, to provide a increase its Commitment Increase, and any new Lender becoming a party to this Agreement hereunder in connection with any such requested increase. In the event that it is necessary to increase the Applicable Margin in respect of such Greenshoe Increase (herein the "Greenshoe Margin") such that the Applicable Margin on Term Loans would be less than such increased Applicable Margin on the Greenshoe Increase, then the Applicable Margin in respect of the Term Loan shall automatically be deemed increased to the Greenshoe Margin. In the event that any fee (including any upfront fee, or signing fee or any discount to par value) payable to any Lender making a new Commitment or increasing its Commitment as part of the Greenshoe Increase must (herein a "Greenshoe Increasing Lender") exceeds 25 basis points on such Lender's share of such Greenshoe Increase, then the Borrowers shall pay to each of the Lenders holding a Term Loan Commitment which are not Greenshoe Increasing Lenders an amount equal to the product of (x) such Lender's Term Loan Commitment Amount times (y) the number of basis points by which such fee payable to such Greenshoe Increasing Lenders exceeds 25 basis points (the "Increased Fee"). Such Increased Fee shall be an Eligible Assignee subject to, and in accordance withpaid upon the effectiveness of such Greenshoe Increase. If the Borrowers desire to effect a Greenshoe Increase, the provisions Borrowers and the financial institution(s) that the Borrowers propose to become a Lender hereunder, and, if applicable, the existing Lender(s) that the Borrowers propose to increase their existing Commitments shall (subject at all times to the consent of Section 13.5(beach such financial institution or each such existing Lender, as applicable) execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit N hereto (an "Additional Lender Certificate"). Upon receipt of such Additional Lender Certificate (1) any such additional Lender shall be deemed to be a party in all respect to this Agreement and the other Loan Documents as of the effective date set forth in such Additional Lender Certificate and (2) upon the effective date set forth in such Additional Lender Certificate, any such Lender party to the Additional Lender Certificate shall purchase a pro rata portion of the outstanding Loans (and participation interests in the Letters of Credit) of each of the current Lenders such that the Lenders (including any additional Lender, if applicable) shall hold their Percentage of the outstanding Loans (and participation interests).

Increase in Commitments. (a) The Borrower shall have may, from time to time, on any Business Day prior to the right to request increases in Revolving Credit Termination Date or Term Credit Maturity Date, as applicable, increase the aggregate amount of the Revolving Credit Commitments or establish one or more new term loan commitments (any such new term loan commitment, an “Incremental Term Loan Commitment”), respectively, by delivering a commitment amount increase or incremental term loan request, as applicable, substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of any Class such increase (the “Revolving Credit Commitment Amount Increase”) or new term loan, as applicable, identifying one or more additional tranches Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of commitments in existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment or Incremental Term Loan Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that (i) the aggregate amount of $200,000,000 (each such increase increases in the Revolving Credit Commitments and new Incremental Term Loan Commitments shall not be increased by an amount in excess of $100,000,000, (ii) any Revolving Credit Commitment Amount Increase or new Incremental Term Loan Commitment, as applicable, 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 Revolving Credit Commitment Amount Increase or individual Incremental Term Loan Commitment, as applicable, 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 and on the effective date of such Revolving Credit Commitment Amount Increase or of any Class new Incremental Term Loan Commitment (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 additional trancheMaterial Adverse Effect, otherwise in all respects as of such date). The effective date of the Revolving Credit Commitment Amount Increase or new Incremental Term Loan Commitment, as applicable, shall be as set forth in the related commitment amount increase or new incremental term loan request. Upon the effectiveness of a “Revolving Credit Commitment Amount Increase”, the new Revolving Lender(s) (or, if applicable, existing Revolving Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Revolving Lender shall have outstanding its Percentage of Revolving Loans. In connection with any Revolving Credit Commitment Amount Increase, to the extent any Revolving Loans are repaid to an existing Revolving Lender in connection with the rebalancing of the outstanding Revolving Loans, the Borrower shall pay any amounts owing to such Lenders pursuant to Section 1.11 hereof (unless any Lender owed any such amount waives such amount due by providing written notice to the Administrative Agent, which notice shall ). The Revolving Credit Commitments may not be irrevocable once given and shall specify whether such request is for (i) an increase increased if the Borrower has previously terminated any portion of the Tranche A Term Loan Revolving Credit Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree relating to any Revolving Credit Commitment Amount Increase or Incremental Term Loan Commitment and arrangement fees related thereto as agreed upon in writing) writing between Administrative Agent 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 Commitment Increase, including decisions as . Notwithstanding anything herein to the selection of the existing Lenders and/or other bankscontrary, financial institutions (x) no Lender shall have any obligation to increase its Revolving Credit Commitment or to provide any Incremental Term Loan Commitment and other institutional lenders no Revolving Lender’s Revolving Credit Commitment shall be increased and no Lender will be required to be approached provide an Incremental Term Loan Commitment without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or to provide an Incremental Term Loan Commitment, (y) such declining Lender shall have no consent right with respect to such Revolving Credit Commitment Amount Increase or such Incremental Term Loan Commitment, as applicable, and (z) any new Lender shall be acceptable to the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and Administrative Agent (to the Fees to be paid for such Commitment Increase; provided that, extent the consent of the Borrower (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, conditioned withheld or delayed) . Upon the effectiveness thereof, Schedule 1 shall be required for all banksdeemed amended to reflect any Revolving Credit Commitment Amount Increase and any Incremental Term Loan Commitment, financial institutions and institutional lenders that agree as applicable. Subject to provide Section 7.1 hereof, on the effective date of any such new Incremental Term Loan Commitments, any new or existing Lender with an Incremental Term Loan Commitment Increase shall advance in a single Borrowing an Incremental Term Loan in the event amount of its new Incremental Term Loan Commitment. The Borrower shall deliver or cause to be delivered any documents reasonably requested by the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement Administrative Agent in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, transaction and in accordance with, the provisions of consistent with Section 13.5(b)7.2 hereof.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written Upon notice to the Administrative AgentAgent (which shall promptly notify the applicable Lenders), which notice shall be irrevocable once given and shall specify whether the Company may from time to time request the establishment of one or more new revolving commitments (a “New Loan Commitment”) hereunder, in an aggregate amount for all such request is for (i) an increase of the Tranche A Term New Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche not in excess of commitments$500,000,000; provided that after giving effect to any and all such New Loan Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate in a minimum principal amount of $25,000,000 (50,000,000 or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples a whole increment of $5,000,000 in excess thereof. The Administrative Agent, Company (in consultation with the Borrower, Administrative Agent) shall manage all aspects specify in such notice (i) the principal amount of the syndication requested New Loan Commitment and (ii) the date (the “Increase Effective Date”) on which the Company proposes that such New Loan Commitment shall be effective (which shall in no event be less than 15 Business Days from the date of delivery of such Commitment Increase, including decisions as notice to the selection Lenders). Each Lender shall notify the Administrative Agent within at least ten Business Days of the existing date of delivery of such notice to the Lenders and/or other bankswhether or not it agrees to provide a portion of the requested New Loan Commitment (and, financial institutions if so, the principal amount it proposes to provide). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to provide any portion of the requested New Loan Commitment and other institutional lenders any election to do so shall be approached with respect in the sole discretion of such Lender. Any Lender not responding by 5:00 p.m. (New York City time) on the date ten Business Days following delivery of such notice shall be deemed to such have declined to provide any portion of the requested New Loan Commitment. The Administrative Agent shall notify the Company of the Lenders’ responses to the requested New Loan Commitment. To achieve the full amount of a requested New Loan Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees subject to be paid for such Commitment Increase; provided that, the consent of the Borrower Administrative Agent (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event case of a New Loan Commitment for Committed Loans, each Issuing Lender and the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender Swing Line Lender) pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with10.06, the provisions Company may also invite additional Eligible Assignees to become Lenders. The Administrative Agent and the Company shall determine the final allocation of Section 13.5(b)the requested New Loan Commitment; provided that the Company shall not be required to allocate any portion of such New Loan Commitment to existing Lenders. The Administrative Agent shall promptly notify the applicable Lenders of the final allocation of the requested New Loan Commitment.

Increase in Commitments. (a) The Borrower After the Effective Date, the Borrowers shall have the right to request increases increase the aggregate Revolving Commitments by obtaining additional Revolving Commitments (“Incremental Revolving Commitments”) and the right to increase the aggregate Term Loan Commitments by obtaining additional Term Loan Commitments (“Incremental Term Commitments”), in each case from either one or more of the Lenders or an additional Eligible Incremental Lender; provided that (A) any such Incremental Commitment shall be in a minimum amount of $25,000,000, (B) the aggregate amount of all Incremental Commitments effected pursuant hereto shall not exceed $1,250,000,000; (C) any such new Term Lender shall have assumed all of the Commitments rights and obligations of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Term Lender” hereunder; (D) any such new Revolving Lender shall have assumed all of the rights and obligations of a “Revolving Lender” hereunder; (E) any such Incremental Revolving Commitments shall, subject to Section 2.10(e), be on the same terms as the other Revolving Commitments and any such Incremental Term Commitments shall, subject to Section 2.10(e), be on the same terms as the other Term Loans; and (F) all of the procedures and other conditions described in this Section 2.10 shall have been satisfied. (b) The Borrower Representative shall request an Incremental Commitment Increaseby delivering a notice (an “Incremental Commitment Request”) by providing written notice to the Administrative Agent, which who shall promptly notify the Lenders of the substance thereof. The notice shall be irrevocable once given and by the Administrative Agent to the Lenders describing each Incremental Commitment Request shall specify whether such request is for the time period (i) an increase to be determined by the Borrower Representative in consultation with the Administrative Agent, but in no event be less than 15 Business Days from the date of delivery by the Borrower Representative of the Tranche A Term Loan Commitments or applicable Incremental Commitment Request to the Tranche B Term Loan Commitments or (iiAdministrative Agent) an additional tranche of commitments; provided that after giving effect within which each Lender is required to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as inform the Borrower Representative and the Administrative Agent may agree whether such Lender intends to participate in writingthe applicable Incremental Commitment. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to participate in the applicable Incremental Commitment and, if so, shall specify the amount of such Incremental Commitment it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. Each determination by a Lender to participate in an Incremental Commitment shall be made by it in its sole and absolute discretion. (c) The Administrative Agent shall notify the Borrower Representative and integral multiples each Lender of $5,000,000 in excess thereofthe Lenders’ responses to each Incremental Commitment Request. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b).68

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranchemay, a “Commitment Increase”) by providing written notice to the Administrative AgentAgent at any time after the Closing Date, request on one or more occasions Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments in an aggregate principal amount not to exceed the Incremental Facility Maximum Amount from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which notice may include any existing Lender (each of which shall be irrevocable once given entitled to agree or decline to participate in its sole discretion, provided, that if any such existing Lender does not respond to such written notice within five (5) Business Days, such Lender shall be deemed to have declined to participate therein); provided, that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall specify whether such request is for be subject to the approval of (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 its reasonable discretion (such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks), financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event extent the consent of the Borrower Administrative Agent would be required if to consent to the assignment of any Loans or Commitments to such bank, financial institution or institutional lender were to become a Incremental Term Lender and Incremental Revolving Credit Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement and (ii) in connection with Incremental Revolving Credit Commitments only, each LC Issuer and each Swing Line Lender, to the extent such consent would have been required for assignments of any Revolving Loans or Revolving Commitments pursuant to this Agreement. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested Commitment Increase must to become effective (which shall not be an Eligible Assignee subject toless than 15 days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent in its reasonable discretion) and in accordance with(iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). Notwithstanding anything contained herein to the contrary, it is acknowledged and agreed that all Incremental Revolving Credit Commitments are to be Revolving Commitments and based on the provisions of Section 13.5(b)terms and conditions set forth herein for Revolving Commitments and Revolving Loans.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional trancheProvided there exists no Default, a “Commitment Increase”) by providing written upon notice to the Administrative AgentAgent (which shall promptly notify the applicable Lenders), which notice shall be irrevocable once given and shall specify whether the Borrower may from time to time request the establishment of one or more new term loan or revolving commitments (a “New Loan Commitment”) hereunder, in an aggregate amount for all such request is for (i) an increase of the Tranche A Term New Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche not in excess of commitments$500,000,000; provided that after giving effect to any and all such New Loan Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate in a minimum principal amount of $25,000,000 (50,000,000 or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples a whole increment of $5,000,000 in excess thereof. The Administrative Agent, Borrower (in consultation with the Borrower, Administrative Agent) shall manage all aspects specify in such notice (i) the principal amount of the syndication requested New Loan Commitment, (ii) the date (the “Increase Effective Date”) on which the Borrower proposes that such New Loan Commitment shall be effective (which shall in no event be less than fifteen Business Days from the date of delivery of such Commitment Increase, including decisions as notice to the selection Lenders) and (iii) whether such New Loan Commitment is to be for Term Loans or Committed Loans. Each Lender shall notify the Administrative Agent at least five Business Days prior to the Increase Effective Date whether or not it agrees to provide a portion of the existing Lenders and/or other banksrequested New Loan Commitment (and, financial institutions if so, the principal amount it proposes to provide). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to provide any portion of the requested New Loan Commitment and other institutional lenders any election to do so shall be approached with respect in the sole discretion of such Lender. Any Lender not responding by 5:00 p.m. (New York City time) on the date five Business Days prior to such the Increase Effective Date shall be deemed to have declined to provide any portion of the requested New Loan Commitment. The Administrative Agent shall notify the Borrower of the Lenders’ responses to the requested New Loan Commitment. To achieve the full amount of a requested New Loan Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees subject to be paid for such Commitment Increase; provided that, the consent of the Borrower Administrative Agent (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event case of a New Loan Commitment for Committed Loans, each L/C Issuer and the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender Swing Line Lender) pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with10.06, the provisions Borrower may also invite additional Eligible Assignees to become Lenders. The Administrative Agent and the Borrower shall determine the final allocation of Section 13.5(b)the requested New Loan Commitment; provided that the Borrower shall not be required to allocate any portion of such New Loan Commitment to existing Lenders. The Administrative Agent shall promptly notify the applicable Lenders of the final allocation of the requested New Loan Commitment.

Increase in Commitments. (a) The Borrower shall have may, on any Business Day prior to the right to request increases in Termination Date and with the Administrative Agent’s prior written consent, increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit F or in such other form acceptable to the Administrative Agent at least five (5) Business Days (or such lesser period agreed to by the Administrative Agent) prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Commitments for existing Lender(s)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any Class or one or more additional tranches increase of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments to an amount in excess of $500,000,000 will require the approval of all Lenders, (ii) any Class increase of the aggregate amount of the Commitments shall be in an amount not less than $10,000,000, (iii) no Default or additional trancheEvent of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, a “and (iv) all representations and warranties contained in Section 6 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”) . The effective date of the Commitment Amount Increase shall be agreed upon by providing written notice to the Borrower and the Administrative Agent. Upon the effectiveness thereof, which notice the new Lender(s) (or, if applicable, existing Lender(s)) shall be irrevocable once given and shall specify whether advance Revolving Loans in an amount sufficient such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to its advance each Lender shall have outstanding its Percentage of Revolving 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 all such Commitment Increases, the aggregate amount of Commitments Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.10 hereof and (ii) the Borrower shall not exceed One Billion Dollars ($1,000,000,000)have terminated any portion of the Commitments pursuant to Section 1.11(a) hereof. Each such Commitment Increase must be an aggregate minimum amount The Borrower agrees to pay any reasonable expenses of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereofrelating to any Commitment Amount Increase. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, including decisions as Notwithstanding anything herein to the selection of the existing Lenders and/or other bankscontrary, financial institutions no Lender shall have any obligation to increase its Commitment and other institutional lenders to be approached with respect to such no Lender’s Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the increased without its consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increasethereto, and any new each Lender becoming a party may at its option, unconditionally and without cause, decline to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)increase its Commitment.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranchemay, a “Commitment Increase”) by providing written notice to the Administrative AgentAgent at any time after the Closing Date and prior to the Term Loan Maturity Date, request on one or more occasions, Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments in an aggregate principal amount not to exceed $50,000,000 (provided that the aggregate amount of all Incremental Revolving Credit Commitments shall not exceed $10,000,000) from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided, that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent in its reasonable discretion. Such notice shall be irrevocable once given and shall specify whether such request is for set forth (i) an increase the amount of the Tranche A Incremental Term Loan Commitments or the Tranche B Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments which shall not exceed One Billion Dollars be less than 15 days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and ($1,000,000,000iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, including decisions as Notwithstanding anything contained herein to the selection of the existing Lenders and/or other bankscontrary, financial institutions it is acknowledged and other institutional lenders agreed that all Incremental Revolving Credit Commitments are to be approached with respect to such Commitment Increase Revolving Commitments and based on the allocations thereof among such existing Lenders and/or other banks, financial institutions terms and other institutional lenders conditions set forth herein for Revolving Commitments and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Revolving Loans.

Increase in Commitments. (a) The Borrower Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this Section 2.8, Borrowers shall have the right option, at any time and from time to time, before the Maturity Date to request increases in the aggregate amount increase of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 Total Commitment (each such increase in the Commitments of any Class or additional trancheeach, a “Commitment Increase”) ), in an aggregate amount not to exceed $100,000,000.00, by providing giving written notice to Administrative Agent (each, an “Increase Notice”), each of which shall specify the date (each, an “Increase Effective Date”) on which Borrowers propose that the applicable Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent, which notice shall be irrevocable once given and shall specify whether ; provided that any such request is for (i) an individual increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Total Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate in a minimum amount of $25,000,000 5,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Administrative Agent in its sole discretion. Upon receipt of any Increase Notice, Administrative Agent shall consult with the Co-Lead Arrangers and shall notify Parent of the amount of the facility fees to be paid to any Lenders who provide a portion of the Commitment Increase pursuant to such Increase Notice in connection with such increase in the Total Commitment (or which shall be in addition to the fees to be paid to Administrative Agent and KeyBanc pursuant to the Fee Letter). If Borrowers agree to pay the facility fees so determined, Administrative Agent shall send a notice to all Lenders (each, a “Commitment Increase Request Notice”), informing them of Borrowers’ request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide a portion of the Commitment Increase upon such lesser amount 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 Borrower Commitment Increase Request Notice. If the requested increase is oversubscribed, Administrative Agent and the Co-Lead Arrangers shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as Administrative Agent may agree and the Co-Lead Arrangers shall determine in writing) and integral multiples their sole discretion. If the increases to the Total Commitment so provided are not sufficient to provide the full amount of $5,000,000 in excess thereof. The the Commitment Increase requested by Borrowers, then Administrative Agent, in consultation with the Borroweror Borrowers may, but shall manage all aspects of the syndication of such Commitment Increasenot be obligated to, including decisions as invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided thatAdministrative Agent, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayedLead Arranger and Parent) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant and provide a portion of the Commitment Increase. Administrative Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Commitment Increase to Section 13.5(b)(iii)(A). No be provided by each Lender and the revised Commitment Percentages which shall be applicable after the Increase Effective Date. In no event shall any Lender be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)increase its Commitment.

Increase in Commitments. (a) The At any time prior to the Business Day immediately preceding the Revolving Maturity Date or the Term Maturity Date, the Borrower shall have the right to request may effectuate one or more increases in the aggregate amount of the Revolving Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 and/or Term Commitments (each such increase in the Commitments of any Class or additional tranche, being a “Commitment Increase”) ), by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments designating either one or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, including decisions as to the selection more of the existing Lenders and/or other banks(each of which, financial institutions in its sole discretion, may determine whether and other institutional lenders to be approached with respect what degree to such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for participate in such Commitment Increase; provided that) or one or more other Eligible Assignees that at the time agree, in the consent case of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Eligible Assignee that is an existing Lender to increase its Revolving Commitment Increase and/or Term Commitment as such Lender shall so select (an “Increasing Lender”) and, in the event the consent case of the Borrower would be required if such bankany other Eligible Assignee that is not an existing Lender (an “Additional Lender”), financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any as a Lender; provided, however, that (i) each such requested Commitment Increase must shall be equal to at least $10,000,000 (or, in the event the aggregate of all previously effectuated Commitment Increases equals $20,000,000, $5,000,000), (ii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the existing Revolving Commitments and Revolving Advances and the Term Commitments and Term Advances, as applicable, except as to upfront fees which may be as agreed to between the Borrower and such Increasing Lender or Additional Lender, as the case may be, (iii) the aggregate of all such Commitment Increases shall not exceed $25,000,000, (iv) such Commitment Increase shall not effect an Eligible Assignee subject to, increase in the aggregate Revolving Commitments if the Revolving Maturity Date has occurred and (v) such Commitment Increase shall not effect an increase in accordance with, the provisions aggregate Term Commitments if the Term Maturity Date has occurred. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 13.5(b)2.15 to the Administrative Agent and the Lenders. This Section 2.15 shall not be construed to create any obligation on the Administrative Agent or any of the Lenders to advance or to commit to advance any credit to the Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) may by providing written notice to the Administrative AgentAgent elect to add one or more incremental term loan facilities hereunder (each, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of “Incremental Term Facility”; the Tranche A commitments thereunder are referred to as “Incremental Term Loan Commitments or Commitments” and loans pursuant thereto “Incremental Term Loans”) and/or increase commitments under the Tranche B Revolving Facility (any such increase, an “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto “Incremental Revolving Loans”); the Incremental Term Loan Commitments or (ii) an additional tranche of commitmentsFacilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”); provided that after giving effect to any and the (1) total aggregate amount for all such Commitment IncreasesIncremental Facilities (assuming, in the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not (as of any date of incurrence thereof) exceed $150,000,000 and (2) the total aggregate amount of Commitments for each Incremental Facility shall not exceed One Billion Dollars be less than a minimum principal amount of $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause ($1,000,000,0001). Each such Commitment notice shall specify (x) the date (each, an “Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as Effective Date”) on which the Borrower and proposes that the Incremental Facility shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent and (y) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the In- cremental Facility may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agentelect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects to provide such portion of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Incremental Facility.

Increase in Commitments. (a) The Provided there exists no Default or Event of Default and prior to the date thereof the Borrower shall have the right to request increases in the aggregate amount has not made any voluntary reduction of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional trancheAggregate Revolving Credit Commitments, a “Commitment Increase”) by providing written upon not less than five Business Days' prior notice to the Administrative AgentAgent (which shall promptly notify the Lenders), which notice shall be irrevocable once given and shall specify whether such request is for (i) an the Borrower may, on a one-time basis on any Business Day after the Effective Date, increase of the Tranche A Term Loan Aggregate Commitments or by a principal amount not exceeding the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; Maximum Increase Amount, provided that after giving effect such increase with respect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase Facility must be an aggregate made in a minimum amount of $25,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof. Such notice shall indicate (i) the amount of such increase, (ii) whether such increase is to be to the Revolving Credit Facility, the Term Loan A Facility, the Term Loan B Facility, or a specified combination thereof (and if to more than one Facility, the amount of the aggregate increase to be allocated to each such lesser Facility), (iii) the identity of those Persons, each of whom meets the definition of an Eligible Assignee (the Borrower's approval being deemed given by inclusion of such Person in such notice), who will be accepting the increase in the Aggregate Commitments (the "Increase Lenders"), (iv) the Facility and the amount as of each such Person's commitment, and (v) the proposed effective date of such increase (all of which must occur on the same date, the "Increase Effective Date"). The Borrower may, but is not required to, offer the existing Lenders an opportunity to commit to any such increase, it being understood that no existing Lender will have any obligation to commit to any such increase. In the event that the aggregate commitments from the Increase Lenders exceed either the aggregate proposed increase or the proposed increase for any Facility, the Borrower and the Administrative Agent may agree in writing) will mutually determine the identity of those Persons who will become Increase Lenders and integral multiples the final allocation to each of $5,000,000 in excess thereofthem. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, 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 Each Increase Lender that is not a Lender hereunder prior to such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to time will become a Lender hereunder pursuant to Section 13.5(b)(iii)(A)a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. No Lender shall The Credit Extension of any increase in the Term Loan A Facility or the Term Loan B Facility hereunder will be obligated made in any way whatsoever to provide a Commitment Increasemanner, and any new Lender becoming a party upon the satisfaction of conditions, reasonably similar to this Agreement those required for the Credit Extension of the Term Loan B Facility with appropriate adjustments, determined by the Administrative Agent in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)its reasonable judgment.

Increase in Commitments. (a) The After the Closing Date but prior to the Maturity Date, the Borrower shall have the right to request increases from time to time additional Commitments (the “Additional Commitments”) in the an aggregate amount of not to exceed $150,000,000, each which request shall be made by the Commitments of any Class or one or more additional tranches of commitments in Borrower giving written notice (the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Additional Commitment IncreaseNotice”) by providing written notice to the Administrative Agent such details with respect thereto as are reasonably requested by the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such . Each request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Additional Commitments shall request Additional Commitments in an amount not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of less than $25,000,000 (or such lesser amount as approved by the Administrative Agent). Upon receipt of such request, the Administrative Agent shall notify the existing Lenders of the requested Additional Commitments and offer each such Lender an opportunity to participate at its sole discretion in the Additional Commitments. Any existing Lender that does not agree (in its sole discretion) to provide a portion of the proposed Additional Commitments within 10 days after receipt from the Administrative Agent of such notice shall be deemed to have declined participation in any amount of such proposed Additional Commitments. Notwithstanding any existing Lender’s rejection of any portion of the proposed Additional Commitments, each existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. In addition, the Borrower and the Administrative Agent may agree in writingoffer to additional proposed Lenders that qualify as Eligible Assignees (including any required consent of the Administrative Agent and/or the Swingline Lender, such consent not to be unreasonably withheld) and integral multiples the opportunity to accept all or a portion of $5,000,000 in excess thereofthe amount of the proposed Additional Commitments. The Administrative Agentallocation of the Additional Commitments among the Lenders and Eligible Assignees who agree to accept any portion thereof shall be made by the Borrower, in consultation with the Borrower, shall manage all aspects Administrative Agent. Upon the effectiveness of the syndication Additional Commitments, (i) each Eligible Assignee (that is not an existing Lender) which has been allocated any portion of such Commitment Increasethe Additional Commitments shall execute an accession agreement to this Agreement, including decisions as to (ii) the selection Commitments of the existing Lenders and/or other bankswhich have been allocated any portion of the Additional Commitments shall be increased by such amount, financial institutions (iii) the Pro Rata Percentages of the Lenders (including the Eligible Assignees as the new Lenders) shall be adjusted to reflect such allocations, (iv) if applicable, and other institutional lenders subject to the payment of applicable amounts pursuant to Section 2.18 in connection therewith, the Borrower shall be approached with respect deemed to have made such Commitment Increase borrowings and repayments of the Revolving Loans, and the allocations thereof Lenders shall make such adjustments of outstanding Revolving Loans between and among them, as shall be necessary to effect the reallocation of the Commitments such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, after giving effect thereto, the Revolving Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Commitments and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders (including the Eligible Assignees as the new Lenders) have agreed to increase their respective Commitments or make new Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.24 and which other changes do not adversely affect the rights of those Lenders who do not elect to increase their respective Commitments, in each case without the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Lenders other than those Lenders increasing their Commitments.

Increase in Commitments. (a) The Borrower shall have Borrowers may from time to time after the right Original Closing Date elect to request increases in increase the aggregate amount of the Revolving Credit Commitments of any Class (“Increased Commitments”) or enter into one or more additional tranches Classes of commitments term loans (each, an “Incremental Term Loan”), in the each case in an aggregate principal amount of not less than $200,000,000 (each such increase in the Commitments of any Class or additional tranche25.0 million so long as, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increasesthereto, the aggregate amount of all such Increased Commitments shall and all such Incremental Term Loans does not exceed One Billion Dollars $125.0 million. The Borrowers may arrange for any such increase or Class to be provided by one or more Lenders ($1,000,000,000each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”). Each , or by one or more new banks, financial institutions or other entities (each such Commitment Increase must new bank, financial institution or other entity, an “Augmenting Lender”) not currently a Lender; provided that each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender) shall be an aggregate minimum amount subject to the approval of $25,000,000 (or such lesser amount as the Parent Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (consents not to be unreasonably withheld) and, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event case of an Increased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld). Without the consent of any Lenders other than the Borrower would relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be required if such bank, financial institution or institutional lender were to become a Lender amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower (without the consent of any other Loan Party), to effect the provisions of this Section 13.5(b)(iii)(A)2.12. No Increased Commitments and Incremental Term Loans created pursuant to this Section 2.12 shall become effective on the date agreed by the Parent Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments and no Incremental Term Loan shall be obligated permitted under this clause unless (i) on the proposed date of the effectiveness of such increase in the Revolving Credit Commitments or borrowing of such Incremental Term Loan, the conditions set forth in Section 6.02 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 Parent Borrower, (ii) the Parent Borrower shall be in compliance, calculated on a Pro Forma Basis (assuming that any way whatsoever Increased Commitments were fully drawn) with Section 9.14 and the Financial Covenants, (iii) the Parent Borrower shall have delivered or caused to provide a Commitment Increase, be delivered legal opinions and any new Lender becoming a party to this Agreement other documents reasonably requested by the Administrative Agent in connection with any such requested Commitment Increase must be an Eligible Assignee subject totransaction and (iv) the Senior Secured Leverage Ratio of the Parent Borrower, calculated on a Pro Forma Basis (assuming that any Increased Commitments were fully drawn), is less than or equal to 3.40:1.00. On the effective date of any increase in the Revolving Credit Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal each such Lender’s pro rata share of such outstanding Loans, and (ii) on the date of such increase, (a) if there are Revolving Credit Loans then outstanding, the Borrowers shall prepay such Revolving Credit Loans (and pay any additional amounts required pursuant to Section 5.03 in connection therewith), and borrow Revolving Credit Loans from the relevant Increasing Lender(s) and/or Augmenting Lender(s), as shall be necessary in order that, after giving effect to such prepayments and borrowings, all Revolving Credit Loans will be held ratably by the Revolving Credit Lenders (including the relevant Increasing Lender(s) and/or Augmenting Lender(s)) in accordance withwith their respective Revolving Credit Commitments after giving effect to the applicable Increased Commitment(s) and (b) if there are Swingline Loans or Letters of Credit then outstanding, the participations of the Revolving Credit Lenders in such Swingline Loans or Letters of Credit, as the case may be, will be automatically adjusted to reflect the Revolving Credit Percentage Shares of all the Revolving Credit Lenders (including each relevant Increasing Lender and/or Augmenting Lender) after giving effect to the applicable Increased Commitment(s). The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 13.5(b)5.03 if the deemed payment occurs other than on the last day of the related Interest Periods. The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement providing for such Incremental Term Loans; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount and upfront fees shall be as set forth in the amendment providing for such Incremental Term Loans; provided that if the Yield of any Incremental Term Loans exceeds the Yield of the Term Loans by more than 50 basis points, then the Applicable Margin for the Term Loans shall be increased to the extent required so that the Yield of any such Class or Classes of Term Loans is equal to the Yield of such Incremental Term Loans minus 50 basis points and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iv) above) shall be the same as the terms of the then outstanding Term Loans except to the extent such covenants and other terms apply solely to any period after the Term Loan Maturity Date. Any Increased Commitments shall be on the same terms and conditions as the existing Revolving Credit Commitments. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Revolving Credit Commitments, provide an Increased Commitment or provide a commitment with respect to an Incremental Term Loan pursuant to this Section and any election to do so shall be in the sole discretion of such Lender.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written Upon notice to the Administrative Agent, which notice at any time after the Effective Date, the Borrower may request that Additional Revolving Credit Commitments be provided by the existing Lenders (in accordance with their Pro Rata Share), and if such Lenders are unwilling to provide such Additional Revolving Credit Commitments (it being understood that a Lender shall be irrevocable once given and shall specify whether deemed to be unwilling to provide such request is for Additional Revolving Credit Commitments if it has not affirmatively responded to the Administrative Agent within 10 Business Days after Xxxxxxxx’s request), (x) the Lead Arranger will use its reasonable efforts, subject to compensation to be agreed, to obtain one or more Persons that are Eligible Assignees to provide such Additional Revolving Credit Commitments and/or (y) the Borrower may identify one or more Persons that are Eligible Assignees to provide such Additional Revolving Credit Commitments; provided that (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment IncreasesAdditional Revolving Credit Commitments, the aggregate amount of Additional Revolving Credit Commitments that have been added pursuant to this Section 2.18 shall not exceed One Billion Dollars $160,000,000, ($1,000,000,000). Each such Commitment Increase must ii) each request for Additional Revolving Credit Commitments shall be an aggregate in minimum amount increments of $25,000,000 20,000,000, (or such lesser amount as iii) the Borrower shall not make more than five such requests for Additional Revolving Credit Commitments and (iv) the Administrative Agent may agree in writing) and integral multiples terms of $5,000,000 in excess thereof. The Administrative Agentany Additional Revolving Credit Advances shall be the same as those for the existing Revolving Credit Advances, in consultation with except that the Borrower, Borrower shall manage all aspects of the syndication of such Commitment Increase, including decisions as be permitted to pay upfront fees to the selection of the existing Additional Revolving Credit Lenders and/or other banks, financial institutions and other institutional lenders in amounts to be approached with respect agreed. Notwithstanding anything contained herein to such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided thatcontrary, the consent of the Borrower (Lender Parties shall not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party commit to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Additional Revolving Credit Commitments.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), which notice shall be irrevocable once given and shall specify whether such request is for the Company may request: (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or [intentionally omitted]; (ii) an [intentionally omitted]; (iii) additional tranche of commitmentsTerm Commitments and/or additional Revolving Credit Commitments pursuant to any Commitment Increase and Joinder Agreement entered into on the Third Restatement Effective Date; (iv) on up to ten occasions after the Third Restatement Effective Date (A) if a Collateral Release Period is not then in effect, other additional Term Commitments and/or additional Revolving Credit Commitments; provided that after giving effect to any and all such Commitment Increasesaddition, the aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this clause (iv)(A) shall not exceed One Billion Dollars the greater of (x) $1,000,000,000)750,000,000 and (y) such amount as would not result in the Senior Secured Leverage Ratio exceeding 2.0:1.0 calculated on a Pro Forma Basis (and specifically giving pro forma effect to such increase, including in the case of any revolving facility increase, the deemed full usage of the increased portion of the commitments thereunder) and (B) if a Collateral Release Period is then in effect, other additional unsecured Term Commitments and/or additional unsecured Revolving Credit Commitments; and (v) on one or more occasions after the Third Restatement Effective Date, (A) additional Term Commitments in respect of Term Loans having the same terms (including pricing as the existing Term A-3 Loans, provided that the proceeds thereof shall be used solely to repay Term A-2 Loans and/or replace 2014 Revolving Credit Commitments and to pay related fees and expenses and (B) additional 2017 Revolving Credit Commitments having the same terms (including pricing) as the existing 2017 Revolving Credit Commitments and to pay related fees and expenses, provided that the initial proceeds thereof shall be used solely to repay Term A-2 Loans and/or replace 2014 Revolving Credit Commitments. Each such Commitment Increase must addition under this Section 2.16(a) shall be in an aggregate minimum amount of $25,000,000 (5,000,000 or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples any whole multiple of $5,000,000 1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b).

Increase in Commitments. (a) The Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower shall have the right to request increases in the aggregate amount of the may request: additional Term Commitments of any Class or one or more and/or additional tranches of commitments in the aggregate amount of $200,000,000 Revolving Credit Commitments (each such increase in the Commitments of any Class or additional trancheeach, a “Commitment Increase”) by providing written notice pursuant to the Administrative Agent, which notice shall be irrevocable once given any Commitment Increase and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitmentsJoinder Agreement; provided that after giving effect to any and all such Commitment Increasesaddition, the aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this Section 2.16(a) shall not exceed One Billion Dollars the sum of (i) $1,000,000,000375,000,000, (ii) (A) in the case of any Commitment Increase that effectively extends the maturity of any Tranche of the 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 Commitment Increase that effectively replaces any Revolving Credit Commitment terminated under Section 3.09 or Section 11.01(f), an amount equal to the portion of the relevant terminated Revolving Credit Commitments, (iii) the amount of any voluntary prepayments of the Term Loans or any permanent reduction of the Revolving Credit Commitments (to the extent not financed with the proceeds of long-term Indebtedness) and (iv) an amount not in excess of an amount such that, after giving effect to 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, the First Lien Leverage Ratio does not exceed 3.50:1.00, or (B) if such Commitment Increase is secured by a Lien on the Collateral that is junior to the Lien securing the Facilities, the Senior Secured Leverage Ratio does not exceed 4.50:1.00; provided that for purposes of calculating such First Lien Leverage Ratio or Senior Secured Leverage Ratio under this clause (iv), (1) the proceeds from any such Commitment Increase shall not be netted from Indebtedness and (2) the Revolving Credit Commitments shall be assumed to be fully drawn. It is understood and agreed that, unless the Borrower otherwise notifies the Administrative Agent, if all or any portion of any Commitment Increase or Incremental Equivalent Debt would be permitted under clause (iv) of this clause (a) on the applicable date of determination, such Commitment Increase or Incremental Equivalent Debt (or the relevant portion thereof) shall be deemed to have been incurred in reliance on clause (iv) of this clause (a) prior to the utilization of any amount available under clause (i) of this clause(a). Each such Commitment Increase must addition under this Section 2.16(a). shall be in an aggregate minimum amount of $25,000,000 (5,000,000 or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples any whole multiple of $5,000,000 1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b).

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon not less than thirty (30) days’ (or such shorter period as may be acceptable to Agent) notice to Agent, as long as (a) The Borrower shall have the right to request increases requested increase is in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 20,000,000 and is offered on the same terms as existing Commitments, (b) total increases under this Section do not exceed $120,000,000 and no more than three (3) increases are made and (c) any other fees or expenses required to be paid by Borrowers in connection with such increase shall be mutually agreed. Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify 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 Lxxxxxx fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Commitments shall be increased by the requested amount (or such lesser amount committed by Lxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided (i) the conditions set forth in Section 6.2 are satisfied at such time; and (ii) to the extent Collateral includes any Real Estate, flood insurance diligence and documentation have been completed as the Borrower required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Agent, Borrowers, and the Administrative new and existing Lenders shall execute and deliver such documents and agreements as Agent may agree reasonably deems appropriate to evidence the increase in writing) and integral multiples allocations of $5,000,000 in excess thereofCommitments. The Administrative AgentOn the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Agent as necessary, in consultation accordance with the Borrower, shall manage all aspects Lenders’ adjusted shares of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Commitments.”

Increase in Commitments. (a) The Borrower shall have the right to Agent may request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such an increase in the Commitments of any Class or additional tranche, from time to time upon notice to Agent (a “"Revolver Commitment Increase”") by providing written notice adding to the Administrative Agent, which notice shall be irrevocable once given this Agreement one or more Eligible Assignees that are not already Lenders hereunder to provide additional Revolver Commitments and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided become Lenders hereunder that after giving effect are reasonably satisfactory to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned delayed or conditioned) or by allowing one or more existing Lenders to increase their respective Commitments, as long as (a) the requested Revolver Commitment Increase is in a minimum amount of $10,000,000 and is offered on the same terms as the existing U.S. Revolver Commitments or Canadian Revolver Commitments, as applicable, except for any upfront fees agreed to by Borrower Agent and the Persons providing the Revolver Commitment Increase, (b) the Revolver Commitment Increases under this Section do not exceed $50,000,000 in the aggregate, (c) no Event of Default (or, if such Revolving Commitment Increase is being requested in connection with a Permitted Acquisition, no Event of Default under Section 11.1(a) or (h)) shall have occurred and be continuing as of the date of the request of the Revolver Commitment Increase and both immediately before and after giving effect thereto, (d) the Revolver Commitment Increase will be allocated between the U.S. Revolver Commitments and the Canadian Revolver Commitments as designated by Borrower Agent and the Persons providing the Revolver Commitment Increase, subject to the consent of Agent, not to be unreasonably withheld or delayed, and (e) Borrower Agent shall deliver or cause to be delivered any officers' certificates, board resolutions, legal opinions or other documents reasonably requested by Agent in connection with the Revolver Commitment Increase. Agent shall promptly notify the Applicable Lenders of the requested Revolver Commitment Increase and, within 10 Business Days, thereafter, each Applicable Lender shall notify Agent if and to what extent such Applicable Lender commits to increase its Commitment. Any Applicable Lender not responding within such period shall be required for all banksdeemed to have declined an increase. Agent may allocate, financial institutions in its discretion, the increased Commitments among committing Applicable Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total applicable Commitments shall be increased by the requested amount (or such lesser amount committed by Applicable Lenders and institutional lenders that agree Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrower Agent's Revolver Commitment Increase request. Agent, Borrower Agent, Borrower(s) within the applicable Borrower Group, and new and existing Applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to provide any such evidence the Revolver Commitment Increase in the event the consent and allocations of the Borrower would be required if such bankapplicable Commitments. On the effective date of an increase, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender the applicable Revolver Usage and other exposures under the applicable Commitments shall be obligated in any way whatsoever to provide a Commitment Increasereallocated among Applicable Lenders, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject tosettled by Agent if necessary, and in accordance with, with Applicable Lenders' adjusted shares of such Commitments. This Section 2.1.7 shall supersede any provisions in Section 14.1.1 to the provisions of Section 13.5(b)contrary.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments or an additional term loan commitment (each an “Incremental Term Loan Commitment” and each term loan provided thereunder in accordance with the terms and conditions of this Section 2.1.7, an “Incremental Term Loan”) from time to time upon notice to Agent, as long as (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such requested increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice to the Administrative AgentRevolver Commitments or Incremental Term Loan Commitment, which notice shall be irrevocable once given and shall specify whether such request as applicable, is for in a minimum amount equal to the lesser of (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments $10,000,000, or (ii) the balance of the amount available under clause (c), (b)(i) with respect to an increase in the Revolver Commitments, is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined by the Borrowers and the applicable Lenders, and (ii) with respect to each Incremental Term Loan Commitment, each Incremental Term Loan shall be offered on the terms and conditions set forth in this Section 2.1.7, (c) from and after the A&R Closing Date, increases under this Section 2.1.7 do not exceed $55,000,000 in the aggregate, (d) with respect to an increase in the Revolver Commitments, no reduction in the Revolver Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (e) no Default or Event of Default shall have occurred and be continuing. Agent shall promptly notify Lenders of the requested increase to the Revolver Commitments or Incremental Term Loan Commitments, as applicable and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment or Incremental Term Loan Commitment, as applicable. 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 tranche of commitments; provided that after giving effect to any Revolver Commitments or Incremental Term Loan Commitments, as applicable, and all such Commitment Increasesbecome Lenders hereunder. Agent may allocate, in its reasonable discretion, the aggregate increased Revolver Commitments or Incremental Term Loan Commitments, as applicable, among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.7 and in Section 6.2 are satisfied, total Revolver Commitments or Incremental Term Loan Commitments, as applicable, shall be increased by the requested amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 90 days following Borrowers’ increase request. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the Borrower increase in and allocations of Revolver Commitments or Incremental Term Loans, as applicable. On the Administrative effective date of an increase, all outstanding Revolver Loans, LC Obligations and other exposures under the Revolver Commitments and Incremental Term Loan Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent may agree if necessary, in writing) and integral multiples accordance with Lenders’ adjusted shares of $5,000,000 in excess thereofsuch Commitments. The Administrative Agent, terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans. The terms and provisions of any Incremental Term Loans shall be as set forth in consultation a joinder agreement; provided that (a) Incremental Term Loans shall not participate on a greater (but may participate on a lesser) than pro rata basis with the Borrowerexisting Loans in any optional or mandatory prepayment hereunder, (b) the Incremental Term Loans may be unsecured or secured by the Collateral on a pari passu or junior basis, but shall manage all aspects not be secured by any of the syndication Exclusive Revolver Loan/Letter of such Commitment IncreaseCredit Collateral, including decisions as to the selection of Exclusive Term Loan/Capital Expenditure Loan Collateral or the existing Lenders and/or other banksExclusive DDTL Collateral, financial institutions and other institutional lenders to be approached (c) any mandatory or optional prepayments with respect to such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) any Incremental Term Loan shall be required for all banksmutually agreed to by Borrowers and Lenders, financial institutions and institutional lenders that agree (d) any Incremental Term Loan shall be secured pursuant to provide any such Commitment Increase a Mortgage on a Borrower’s Real Estate not already included in the event Exclusive Term Loan/Capital Expenditure Loan Collateral or the consent of the Borrower would be required Exclusive DDTL Collateral, or not already securing another Incremental Term Loan (if such bankany), financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender (e) Borrowers shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement deliver Related Real Estate Documents in connection with any each such requested Commitment Increase Mortgage, and (f) all other terms of the Incremental Term Loans must be an Eligible Assignee subject to, reasonably acceptable to the Agent and in accordance with, the provisions Lenders holding any portion of Section 13.5(b)the Incremental Term Loans.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written Upon notice to the Administrative Agent, which notice at any time after the Effective Date, the Borrower may request that Additional Revolving Credit Commitments be provided by the existing Lenders (in accordance with their Pro Rata Share), and if such Lenders are unwilling to provide such Additional Revolving Credit Commitments (it being understood that a Lender shall be irrevocable once given and shall specify whether deemed to be unwilling to provide such request is for Additional Revolving Credit Commitments if it has not affirmatively responded to the Administrative Agent within 10 Business Days after Xxxxxxxx’s request), (x) the Lead Arranger will use its reasonable efforts, subject to compensation to be agreed, to obtain one or more Persons that are Eligible Assignees to provide such Additional Revolving Credit Commitments and/or (y) the Borrower may identify one or more Persons that are Eligible Assignees to provide such Additional Revolving Credit Commitments; provided that (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment IncreasesAdditional Revolving Credit Commitments, the aggregate amount of Additional Revolving Credit Commitments that have been added pursuant to this Section 2.18 shall not exceed One Billion Dollars $160,000,000, ($1,000,000,000). Each such Commitment Increase must ii) each request for Additional Revolving Credit Commitments shall be an aggregate in minimum amount increments of $25,000,000 20,000,000, (or such lesser amount as iii) the Borrower shall not make more than five such requests for Additional Revolving Credit Commitments and (iv) the Administrative Agent may agree terms of any Additional Revolving Credit Advances shall be the same as those for the existing Revolving Credit Advances, except that the Borrower shall be permitted to pay upfront fees to the Additional Revolving Credit Lenders in writingamounts to be agreed. Notwithstanding anything contained herein to the contrary, (x) the Lender Parties shall not be obligated to commit to the Additional Revolving Credit Commitments, and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with (y) no Additional Revolving Credit Commitments shall be provided except to the Borrower, shall manage all aspects extent within the limitations of the syndication of such Commitment Increase, including decisions “Maximum ABL Facility Amount” under and 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase defined in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)ABL Intercreditor Agreement.

Increase in Commitments. (a) The Provided no Default has occurred and is continuing, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower shall have the right to request increases may make not more than two requests for an increase in the Aggregate Commitments by an aggregate amount of not exceeding $25,000,000, which notice shall set forth the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 such increase. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent in writing within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase ("Increasing Lender"). Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. Any Lender which declines to increase its Commitment shall not be entitled to any fees attributable and payable in connection with such increase in the Commitments Aggregate Commitments. To achieve the full amount of any Class or a requested increase, the Borrower may invite additional tranche, lenders approved by the Administrative Agent in its reasonable discretion to become Lenders (each a “Commitment Increase”) by providing written notice "New Lender"). Borrower and each New Lender shall have executed and delivered to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for Agent a New Lender Agreement (ithe "New Lender Agreement") an increase substantially in the form of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower Exhibit H and the Administrative Agent may agree shall have accepted, and if acceptable in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrowerits reasonable discretion, shall manage all aspects of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in have executed same. In the event the consent entire amount of the requested increase is greater than the new Loans the New Lenders and Increasing Lenders are willing to make Borrower would be required if may elect to accept the increase in the Aggregate Commitments in such bank, financial institution lesser amount. In no event shall Administrative Agent have any obligation to ensure that the amount of the requested increase is provided by New Lenders or institutional lender were Increasing Lenders. Any New Lender which agrees to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender under this Agreement for the purpose of funding a portion of the increase in the Aggregate Commitments shall be obligated in any way whatsoever entitled to provide a Commitment Increase, all rights and any new burdened by all obligations of the then existing Lenders hereunder. The Administrative Agent shall notify the Borrower and each Lender becoming a party of the Lenders' responses to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)each request made hereunder.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional trancheoption, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, without the consent of the Borrower Lenders, to cause a single increase in the Term Commitment by adding, subject to the prior approval of Administrative Agent (such approval not to be unreasonably withheld), conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any one or more financial institutions as Lenders (collectively, the “New Term Lenders”) or by allowing one or more Lenders to increase their respective Term Commitments; provided however that: (i) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such requested 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 must be an Eligible Assignee subject toSupplement 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 accordance withthe Term Commitment and the effective date of such increase (the “Term Loan Increase Effective Date”), and (v) Borrower shall use all proceeds of such increase (A) to finance all or a portion of the provisions purchase price of the TXU Fuel Acquisition and (B) to pay the out-of-pocket expenses incurred and fees payable in respect of the TXU Fuel Acquisition and this Agreement. Subject to the terms and conditions hereof (including Section 13.5(b)10.14) and provided that the aggregate amount of all Term Loans does not exceed the total Term FIRST AMENDMENT TO CREDIT AGREEMENT 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. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Maximum Revolving Amount or the principal amount outstanding on the Term Loan B (aany increase to the Term Loan B shall be subject to subsection (c) The Borrower shall have the right below), up to request increases in the an aggregate amount not to exceed, for all such increases, Thirty-Five Million Dollars ($35,000,000). Each such increase shall be in increments of the Commitments of any Class or at least Five Million Dollars ($5,000,000), and may be made by either (i) increasing, for one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional trancheLenders, a “Commitment Increase”) by providing with their prior written notice to the Administrative Agentconsent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase their respective portions of the Tranche A Revolving Credit Commitment or the Term Loan Commitments or the Tranche B Term Loan Commitments Commitment, as applicable, or (ii) including one or more Additional Lenders, each with a portion of the Revolving Credit Commitment or the Term Loan B Commitment, as applicable (collectively, the “Additional Commitment”). During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional tranche Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of commitments; provided the Lenders. On each Additional Lender Assumption Effective Date with respect to the Specific Commitment being increased, the appropriate Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.10(a) hereof) without the prior written consent of such Lender. Borrower shall not request any increase pursuant to this Section 2.10(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any and all such Commitment Increasesincrease would exist. At the time of any such increase, at the request of Agent, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower Credit Parties and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, Lenders shall manage all aspects of the syndication of enter into an amendment to evidence such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)increase.

Increase in Commitments. (a) The Borrower shall have the right may at any time or from time to request increases in the aggregate amount of the Commitments of any Class or time on one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such occasions request is for (i) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments Revolving Facilities (“Increased Revolving Commitment”) or (ii) the establishment of one or more new term loan Commitments (each, an additional tranche “Incremental Term Loan Commitment”; it being understood that the Increase Joinder will set forth whether such Incremental Term Loan Commitment is (x) a commitment to make term loans with terms identical to (and that shall together with any then outstanding Term B Loans form a single Class of) Term B Loans or (y) a commitment to make term loans with pricing, maturity, amortization, participation in mandatory prepayments or other terms different from the Term B Loans (term loans incurred pursuant to this clause (y), the “Other Incremental Term Loans”)) in an amount not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the Incremental Amount) individually and in an amount not to exceed the Incremental Amount at the time such Incremental Term Loans are funded or Increased Revolving Commitments are established, in each case, determined on the applicable date on which the new or increased Commitments shall become effective (each such date, an “Increase Effective Date”), and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of commitmentsthe maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments; provided that after giving effect (I) for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to the Ratio-Based Incremental Amount on any Increase Effective Date on which the Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio, as applicable, is met shall remain authorized pursuant to this clause if such Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio, as applicable, test is not met as of any subsequent date and all (II) each Increased Revolving Commitment or Incremental Term Loan Commitment under this Section 2.24 shall be incurred under the Ratio-Based Incremental Amount if and to the extent that the Ratio-Based Incremental Amount is available at the time of such Commitment Increasesincurrence up to the maximum amount available, any additional amounts incurred at any time that the aggregate amount of Commitments Ratio-Based Incremental Amount is unavailable shall not exceed One Billion Dollars ($1,000,000,000). Each be incurred under the Fixed Incremental Amount or the Prepayment-Based Incremental Amount, and in the event that any amounts incurred under the Fixed Incremental Amount or the Prepayment-Based Incremental Amount subsequently meet the criteria for amounts incurred under the Ratio-Based Incremental Amount, such Commitment Increase must amounts shall automatically be an aggregate minimum amount of $25,000,000 (or such lesser amount reclassified as amounts incurred under the Borrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with Ratio-Based Incremental Amount unless the Borrower, in its sole discretion, elects otherwise, and the Fixed Incremental Amount or the Prepayment-Based Incremental Amount, as applicable, shall manage all aspects of the syndication of such Commitment Increase, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders be deemed to be approached restored by the amount so reclassified, and (III) any simultaneous incurrence under the Fixed Incremental Amount or the Prepayment-Based Incremental Amount shall not be given pro forma effect for purposes of determining the Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio, as applicable, with respect to such Commitment Increase and any incurrence under the allocations thereof among such existing Lenders and/or other banksRatio-Based Incremental Amount; provided, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided further, that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b).:

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), which notice shall be irrevocable once given and shall specify whether such request is for at any time after the Restatement Effective Date, the Company may request: (i) on one or more occasions, additional Term Commitments in respect of an increase Additional Term Loan Tranche in an amount not to exceed the Term B Loan Permitted Amount; provided that (A) after giving effect to any such Indebtedness, the Senior Secured Leverage Ratio, calculated on a Pro Forma Basis (and specifically giving effect to the repayment of any Total Secured Indebtedness effected on or prior to such date), would be no greater than 2.75 to 1.00 as of the Tranche A most recently completed period of four consecutive fiscal quarters ending prior to the incurrence of such Indebtedness, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders (either pursuant to Section 6.01(a) or Section 6.01(b) or in any subsequent delivery of financial information by the Company to the Administrative Agent prior to such incurrence of Indebtedness) as though such incurrence of Indebtedness (and the repayment of any Total Secured Indebtedness effected on or prior to such date) had been consummated as of the first day of the fiscal period covered thereby and (B) the proceeds thereof shall be used in connection with the Transaction; (ii) on one or more occasions, (A) additional Term Commitments in respect of Term Loans having the same terms (including pricing) as the existing Term A-2 Loans (the “Specified Term A-2 Loans”) in an amount not to exceed the Specified Term A-2 Loan Permitted Amount, provided that (1) such Term Commitments may be established no later than 10 Business Days after the Restatement Effective Date and (2) the proceeds thereof shall be used solely to pay obligations under the Metavante Credit Agreement and (B) additional Term Commitments in respect of Term Loans having the same terms (including pricing) as the existing Term A-2 Loans (the “Additional Specified Term A-2 Loans”), provided that (1) such Term Commitments may be established no later than January 31, 2012 and (2) the proceeds thereof shall be used solely to repay Loans and/or replace Commitments under this Agreement and to pay fees and expenses related to the Second Restatement Transactions; (iii) on one or more occasions, (A) additional Revolving Credit Commitments having the same terms (including pricing and currency) as the existing 2014 Multicurrency Revolving Credit Commitments or the Tranche B existing 2014 US Dollar Revolving Credit Commitments, provided that (x) such Revolving Credit Commitments may be established no later than 10 Business Days after the Restatement Effective Date and (y) the proceeds thereof shall be used in accordance with Section 6.11 and (B) additional 2014 Revolving Credit Commitments having the same terms (including pricing) as the existing 2014 Revolving Credit Commitments, provided that (1) such Revolving Credit Commitments may be established no later than January 31, 2012 and (2) the initial proceeds thereof shall be used solely to repay Loans and/or replace Commitments under this Agreement and to pay fees and expenses related to the Second Restatement Transactions; and (iv) on up to ten occasions after the Second Restatement Effective Date, other additional Term Loan Commitments or (ii) an and/or additional tranche of commitmentsRevolving Credit Commitments; provided that after giving effect to any and all such Commitment Increasesaddition, the aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this clause (iv) shall not exceed One Billion Dollars ($1,000,000,000)750,000,000. Each Any such Commitment Increase must addition under this Section 2.16(a) shall be in an aggregate minimum amount of $25,000,000 (5,000,000 or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples any whole multiple of $5,000,000 1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b).

Increase in Commitments. (a) The Borrower shall have may at any time and from time to time prior to the right to request increases in the aggregate amount of the Commitments of any Class Five-Year Revolving Termination Date or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional trancheTranche B Revolving Termination Date, a “Commitment Increase”) as applicable, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), which request that the total Five-Year Revolving Commitments and/or the Tranche B Revolving Commitments be increased by an amount, in the aggregate, not exceeding $150,000,000. Each such notice shall set forth the amount of the requested increase in the Total Five-Year Revolving Commitments or the Total Tranche B Revolving Commitments, as the case may be, and the date (the "Proposed Effective Date") on which such increase is requested to become effective (which shall be irrevocable once given not less than 30 days after the date of such notice), and shall specify whether such request is for offer each Lender the opportunity to increase its (i) an increase Five-Year Revolving Commitment by its Five-Year Revolving Percentage of the Tranche A Term Loan Commitments or proposed increase in the Tranche B Term Loan amount of the Total Five-Year Revolving Commitments or (ii) an additional tranche Tranche B Revolving Commitment by its Tranche B Revolving Percentage of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate proposed increase in the amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000)the Total Tranche B Revolving Commitments. Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as Lender shall, by notice to the Borrower and the Administrative Agent given not less than 15 days prior to the Proposed Effective Date, either agree to increase its Five-Year Revolving Commitment or Tranche B Revolving Commitment, as the case may agree be, by all or a portion of the offered amount (each (i) Lender so agreeing to an increase in writingits Five-Year Revolving Commitment being an "Increasing Five-Year Lender" and (ii) Lender so agreeing to an increase in its Tranche B Revolving Commitment being an "Increasing Tranche B Lender", and integral multiples of $5,000,000 the Increasing Five-Year Lenders and the Increasing Tranche B Lenders being collectively referred to as "Increasing Lenders") or decline to increase its Five-Year Revolving Commitment or Tranche B Revolving Commitment, as the case may be (and any Lender that does not deliver such a notice within such period shall be deemed to have declined to increase its Five-Year Revolving Commitment or Tranche B Revolving Commitment, as the case may be) (each Lender so declining or deemed to have declined an increase in excess thereofits Five-Year Revolving Commitment being a "Non-Increasing Five-Year Lender" and each Lender so declining or deemed to have declined an increase in its Tranche B Revolving Commitment being a "Non-Increasing Tranche B Lender", as the case may be, and the Non-Increasing Five-Year Lenders and Non-Increasing Tranche B Lenders being collectively referred to herein as "Non-Increasing Lenders"). The Administrative AgentIn the event that, on the 15th day prior to the Proposed Effective Date, the Lenders shall have agreed pursuant to the preceding sentence to increase their Five-Year Revolving Commitments or Tranche B Revolving Commitments, as the case may be, by an aggregate amount less than either the increase in consultation with the Total Five-Year Revolving Commitments or Tranche B Revolving Commitments, as the case may be, requested by the Borrower, shall manage all aspects of the syndication of such Commitment Increase, including decisions as to the selection of the existing Lenders and/or other Borrower may arrange for one or more banks, financial institutions and or other institutional lenders to be approached with respect to entities (any such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions or other entities referred to in this paragraph being called (i) in the case of an increase in the Five-Year Revolving Commitments, an "Augmenting Five-Year Lender" and other institutional lenders (ii) in the case of an increase in the Tranche B Revolving Commitments, an "Augmenting Tranche B Lender", and the Fees Augmenting Five-Year Lenders and Augmenting Tranche B Lenders, collectively referred to be paid herein as the "Augmenting Lenders"), which may include any Lender, to extend Five-Year Revolving Commitments or Tranche B Revolving Commitments, as the case may be, or increase their existing Five-Year Revolving Commitments or Tranche B Revolving Commitments, as the case may be, in an aggregate amount equal to the unsubscribed amount for such Commitment Increase; type of Commitment, provided thatthat (i) each Augmenting Lender, if not already a Lender hereunder, shall be subject to the consent approval of the Borrower and the Administrative Agent (which approvals shall not to be unreasonably withheld) and (ii) the Borrower and each applicable Increasing Lender or Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Five-Year Revolving Commitment or Tranche B Revolving Commitment, conditioned as the case may be, and its status as a Lender. Increases and new Commitments created pursuant to this clause shall become effective on the Proposed Effective Date (or delayed) such later date as shall be required for all banksagreed by the Borrower, financial institutions the Administrative Agent and institutional lenders that agree to provide any the relevant Lender) and the Administrative Agent shall notify each affected Lender thereof (each such Commitment notice, an "Increase Notice"). Notwithstanding the foregoing, no increase in the event Total Five-Year Revolving Commitments or the consent Total Tranche B Revolving Commitments, as the case may be (or in the Five-Year Revolving Commitment or Tranche B Revolving Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender and (ii) the Administrative Agent shall be obligated in any way whatsoever to provide a Commitment Increase, have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Closing Date under paragraphs (d) and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions (e) of Section 13.5(b)5.1 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase.

Increase in Commitments. (a) The Any Borrower may at any time after the Closing Date, deliver to the Administrative Agent a request (a “Facilities Increase Request”) to incur additional Loans (“Additional Loans”; any such increase or incremental incurrence being a “Facilities Increase”); provided that: Any such Facilities Increase shall have be in an amount not to exceed an aggregate principal amount of Additional Loans such that, after giving effect to the right incurrence of such Additional Loans, the Consolidated Senior Leverage Ratio and Consolidated Total Leverage Ratio, each calculated on a Pro Forma Basis as of the Applicable Determination Date (giving effect to request increases the incurrence of such Additional Loans on a Pro Forma Basis in the aggregate amount calculation of Consolidated Total Debt) would not respectively exceed 4.30:1.00 or 5.00:1.00. no such Facilities Increase shall be effective earlier than twenty (20) Business Days (or such shorter time as the Lenders providing such Facilities Increase may agree) after the delivery of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice Facilities Increase Request to the Administrative Agent, which notice ; such Facilities Increase shall be irrevocable once given used to finance Permitted Acquisitions (or other acquisitions approved by the Required Lenders) and related closing costs, permitted Investments, Capital Expenditures, working capital and other general corporate purposes; prior to consummating a Facilities Increase, the applicable Borrower shall specify whether have delivered to the Administrative Agent a Compliance Certificate demonstrating that, upon giving effect to such request is for (i) an increase Facilities Increase, on a Pro Forma Basis, the Borrowers would be in compliance with the financial covenants set forth in Section 8.14 as of the Tranche A Term Loan Commitments or most recent Fiscal Quarter with respect to which the Tranche B Term Loan Commitments or (ii) an additional tranche of commitmentsBorrowers were required to deliver financial statements pursuant to Section 7.01; provided that both before and after giving effect to any such Facilities Increase, no Default or Event of Default shall have occurred and all be continuing; such Commitment Increases, the aggregate amount of Commitments Facilities Increase shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate in a minimum amount of $25,000,000 5.0 million; and in the event that the Yield for any Additional Loans is higher than the Yield for the Closing Date Loans that are LIBOR Loans by more than 50 basis points, then (A) the Applicable Margin for such Closing Date Loans shall be increased to the extent necessary so that the Yield for such Closing Date Loans is equal to the Yield for such Additional Loans minus 50 basis points, and (B) the interest rate applicable to any Closing Date Loans that are Fixed Rate Loans shall be increased by the amount calculated pursuant to the preceding clause (A); and Additional Loans shall otherwise be on non-economic terms and conditions no more favorable to the Lenders providing such Additional Loans than those applicable to the Closing Date Loans unless otherwise consented to by the Required Lenders (including, without limitation, any such terms and conditions that would result in any payment of principal hereunder being applied on a greater than ratable basis to such Additional Loans); provided that to the extent any more favorable term is added for the benefit of the Lenders providing such Additional Loans no consent shall be required by the Required Lenders to the extent (1) such terms are conformed (or such lesser amount as added) in this Agreement for the Borrower and benefit of the Lenders hereunder pursuant to an amendment hereto subject solely to the reasonable satisfaction of the Administrative Agent may agree in writingor (2) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with applicable solely to periods after the Borrower, shall manage all aspects of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Maturity Date.

Increase in Commitments. (a) The Borrower may, by written notice to the Agent from time to time, request Incremental Revolving Credit Commitments and/or Other Revolving Credit Commitments in an aggregate amount not to exceed the Incremental Revolving Credit Amount from one or more Incremental Lenders, which may include any existing Lender (each of which shall have be entitled to agree or decline to participate in its sole discretion); provided that (i) each Incremental Lender, if not already a Lender hereunder, shall be subject to the right approval of the Agent and each Issuing Bank (which approvalapprovals shall not be unreasonably withheld) and (ii) in no event shall any Incremental Revolving Credit Commitments or Other Revolving Credit Commitments become effective if (x) prior to request increases in the Restructuring Date, the effectiveness of such commitments would cause the aggregate amount of Revolving Credit Commitments and Other Revolving Credit Commitments to exceed the principal amount of the Loans guaranteed by the Parent Guarantor pursuant to the Parent Guaranty and (y) the Agent has not received customary legal opinions, board resolutions and other customary closing certificates and closing documentation as required by the relevant Incremental Revolving Credit Assumption Agreement and, to the extent required by the Agent or any Issuing Bank, consistent with those required to be delivered in connection with a Borrowing pursuant to Section 4.01 if prior to the Restructuring Date or Section 4.03 if on or after the Restructuring Date, and such additional customary documents and filings as the Agent or any Issuing Bank may reasonably require. Such notice shall set forth (i) the amount of the Incremental Revolving Credit Commitments or Other Revolving Credit Commitments being requested (which shall be in minimum increments of any Class or one or more additional tranches of commitments in the aggregate $1,000,000 and a minimum amount of $200,000,000 (each such increase in the Commitments of any Class 10,000,000 or additional tranche, a “Commitment Increase”) by providing written notice equal to the Administrative Agentremaining Incremental Revolving Credit Amount), which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche the date on which such Incremental Revolving Credit Commitments or Other Revolving Credit Commitments are requested to become effective (which shall not be less than ten (10) Business Days nor more than 60 days after the date of commitments; provided that such notice, unless otherwise agreed to by the Agent) and (iii) whether the Borrower is requesting Incremental Revolving Credit Commitments or commitments to make revolving loans with terms different from the Revolving Loans (“Other Revolving Loans”). Without limiting the foregoing, as a further condition precedent to the effectiveness of any Incremental Revolving Credit Commitment and/or Other Revolving Credit Commitment, the Borrower shall deliver to the Agent a certificate of the Borrower dated as of the date on which such Incremental Revolving Credit Commitments or Other Revolving Credit Commitments are requested to become effective signed by a Financial Officer certifying that, before and after giving effect to any such Incremental Revolving Credit Commitment and/or Other Revolving Credit Commitment, (x) the representations and all such Commitment Increaseswarranties set forth in Article III hereof (other than (1) prior to the Restructuring Date, Section 3.04, Section 3.16 and Section 3.17, and (2) on or after the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writingRestructuring Date, Section 3.04) and integral multiples in each other Loan Document are true and correct in all material respects on and as of $5,000,000 in excess thereof. The Administrative Agentthe date thereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in consultation with the Borrower, which case they shall manage be true and correct in all aspects of the syndication material respects on and as of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; earlier date (provided that, the consent of the Borrower (in each case, such materiality qualifier shall not be applicable to be unreasonably withheld, conditioned any representations and warranties that already are qualified or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase modified by materiality in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(Atext thereof). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must (y) no Event of Default, or event or condition that would constitute an Event of Default but for the requirement that notice be an Eligible Assignee subject togiven or time elapse or both, has occurred and in accordance with, the provisions of Section 13.5(b)is continuing.

Increase in Commitments. (a) The Borrower shall have may from time to time in consultation with the right Administrative Agent, on any Business Day prior to request increases in the Termination Date so long as no Event of Default exists, increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request at least 10 Business Days prior to the desired effective date of any Class such increase (the “Commitment Amount Increase”) identifying the additional Commitments for existing Lender(s) agreeing to increase its/their Commitment(s) (or identifying one or more additional tranches Lender(s) and the amount of commitments in its/their Commitment(s)); provided, however, that (i) the aggregate of all Commitment Amount Increases shall not exceed $50,000,000, (ii) the aggregate amount of $200,000,000 (each such increase in the Commitments of shall not at any Class or additional tranchetime exceed $300,000,000, a “Commitment Increase”(iii) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an any increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of the Commitments shall be in an amount not exceed One Billion Dollars less than $10,000,000 and ($1,000,000,000)iv) if the Borrower invites additional Lenders to join this Agreement, such additional Lenders shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. Each such The effective date of any Commitment Amount Increase must shall be an aggregate minimum amount of $25,000,000 (or such lesser amount as agreed upon by the Borrower and the Administrative Agent may agree in writingAgent. Upon the effectiveness thereof, the new Lender(s) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent(or, in consultation with the Borrowerif applicable, existing Lender(s)) shall manage all aspects of the syndication of such Commitment Increaseadvance Revolving Loans, including decisions as to the selection of or the existing Lenders and/or other banksshall make such assignments (which assignments shall not be subject to the requirements set forth in Section 12.12) of the outstanding Revolving Loans to the Lenders providing the Commitment Amount Increase so that, financial institutions and other institutional lenders to be approached with respect after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees Amount Increase) will hold Revolving Loans equal to be paid for such Commitment Increase; provided that, the consent its Percentage of all outstanding Revolving Loans. The Borrower agrees to pay any reasonable expenses of the Borrower (not Administrative Agent relating to be unreasonably withheldany Commitment Amount Increase. Notwithstanding anything herein to the contrary, conditioned or delayed) no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the increased without its consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increasethereto, and any new each Lender becoming a party may at its option, unconditionally and without cause, decline to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)increase its Commitment.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranchemay, a “Commitment Increase”) by providing written notice to the Administrative AgentAgent at any time after the Closing Date, request on one or more occasions Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments in an aggregate principal amount not to exceed the Incremental Facility Maximum Amount from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which notice may include any existing Lender (each of which shall be irrevocable once given entitled to agree or decline to participate in its sole discretion, provided, that if any such existing Lender does not respond to such written notice within five (5) Business Days, such Lender shall be deemed to have declined to participate therein); provided, that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall specify whether such request is for be subject to the approval of (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 its reasonable discretion (such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks), financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event extent the consent of the Borrower Administrative Agent would be required if to consent to the assignment of any Loans or Commitments to such bank, financial institution or institutional lender were to become a Incremental Term Lender and Incremental Revolving Credit Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement and (ii) in connection with Incremental Revolving Credit Commitments only, each LC Issuer, to the extent such consent would have been required for assignments of any Revolving Loans or Revolving Commitments pursuant to this Agreement. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested Commitment Increase must to become effective (which shall not be an Eligible Assignee subject toless than 15 days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent in its reasonable discretion) and in accordance with(iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). Notwithstanding anything contained herein to the contrary, it is acknowledged and agreed that all Incremental Revolving Credit Commitments are to be Revolving Commitments and based on the provisions of Section 13.5(b)terms and conditions set forth herein for Revolving Commitments and Revolving Loans.

Increase in Commitments. (a) The Borrower shall have the right to Agent may request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such an increase in the Commitments of any Class or additional tranche, from time to time upon notice to Agent (a “Revolver Commitment Increase”) by providing written notice adding to the Administrative Agent, which notice shall be irrevocable once given this Agreement one or more Eligible Assignees that are not already Lenders hereunder to provide additional Revolver Commitments and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided become Lenders hereunder that after giving effect are reasonably satisfactory to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned delayed or delayedconditioned) or by allowing one or more existing Lenders to increase their respective Commitments, as long as (a) the requested Revolver Commitment Increase is in a minimum amount of $10,000,000 and is offered on the same terms as the existing U.S. Revolver Commitments or Canadian Revolver Commitments, as applicable, except for any upfront fees agreed to by Borrower Agent and the Persons providing the Revolver Commitment Increase, (b) the Revolver Commitment Increases under this Section do not exceed $50,000,000 in the aggregate, (c) no Event of Default (or, if such Revolver Commitment Increase is being requested in connection with a Permitted Acquisition, no Event of Default under Section 11.1(a) or (h)) shall have occurred and be required for all banks, financial institutions and institutional lenders that agree to provide any such continuing as of the date of the request of the Revolver Commitment Increase in and both immediately before and after giving effect thereto, (d) the event Revolver Commitment Increase will be allocated between the U.S. Revolver Commitments and the Canadian Revolver Commitments as designated by Borrower Agent and the Persons providing the Revolver Commitment Increase, subject to the consent of Agent, not to be unreasonably withheld or delayed, (e) Borrower Agent shall deliver or cause to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by Agent in connection with the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Revolver Commitment Increase, and (f) (x) upon the reasonable request of any new Lender becoming made at least five Business Days prior to the effective date of a party Revolver Commitment Increase in accordance with this Section 2.17 (the “Increase Effective Date”), the Borrower shall have provided to this Agreement such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation, in each case at least three Business Days prior to the Increase Effective Date and (y) at least three Business Days prior to the Increase Effective Date, any Obligor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Obligor. Agent shall promptly notify the Applicable Lenders of the requested Revolver Commitment Increase must and, within 10 Business Days, thereafter, each Applicable Lender shall notify Agent if and to what extent such Applicable Lender commits to increase its Commitment. Any Applicable Lender not responding within such period shall be deemed to have declined an increase. Agent may allocate, in its discretion, the increased Commitments among committing Applicable Lenders and, if necessary, Eligible Assignee subject toAssignees. Provided the conditions set forth in Section 6.2 are satisfied, total applicable Commitments shall be increased by the requested amount (or such lesser amount committed by Applicable Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrower Agent’s Revolver Commitment Increase request. Agent, Borrower Agent, Borrower(s) within the applicable Borrower Group, and new and existing Applicable Lenders shall execute and deliver such documents and agreements as Agent 52 US-DOCS\123034949.14 deems appropriate to evidence the Revolver Commitment Increase in and allocations of the applicable Commitments. On the effective date of an increase, the applicable Revolver Usage and other exposures under the applicable Commitments shall be reallocated among Applicable Lenders, and settled by Agent if necessary, in accordance with, with Applicable Lenders’ adjusted shares of such Commitments. This Section 2.1.7 shall supersede any provisions in Section 14.1.1 to the provisions of Section 13.5(b)contrary.

Increase in Commitments. (a) The Borrower shall have Provided there exists no Event of Default, Event of Acceleration or Funding Blockage Event and subject to the right to request increases in the aggregate amount approval of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional trancheFINRA, a “Commitment Increase”) by providing written upon notice to the Administrative AgentAgent (which shall promptly notify the applicable Lenders), which notice shall be irrevocable once given the Broker/Dealer may from time to time request the establishment of one or more new revolving commitments (a “New Credit Line Commitment”) hereunder, in an aggregate amount for all such New Credit Line Commitments from and shall specify whether such request is for (i) an increase after the date hereof not in excess of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments$100,000,000; provided that after giving effect to any and all such New Credit Line Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate in a minimum principal amount of $25,000,000 (50,000,000 or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples a whole increment of $5,000,000 in excess thereof. The Administrative Agent, Broker/Dealer (in consultation with the Borrower, Administrative Agent) shall manage all aspects specify in such notice (i) the principal amount of the syndication requested New Credit Line Commitment and (ii) the date (the “Increase Effective Date”) on which the Broker/Dealer proposes that such New Credit Line Commitment shall be effective (which shall in no event be less than fifteen Business Days from the date of delivery of such Commitment Increase, including decisions as notice to the selection Lenders). Each Lender shall notify the Administrative Agent at least five Business Days prior to the Increase Effective Date whether or not it agrees to provide a portion of the existing Lenders and/or other banksrequested New Credit Line Commitment (and, financial institutions if so, the principal amount it proposes to provide). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to provide any portion of the requested New Credit Line Commitment and other institutional lenders any election to do so shall be approached with respect in the sole discretion of such Lender. Any Lender not responding by 5:00 p.m. (New York City time) on the date five Business Days prior to such the Increase Effective Date shall be deemed to have declined to provide any portion of the requested New Credit Line Commitment. The Administrative Agent shall notify the Broker/Dealer of the Lenders’ responses to the requested New Credit Line Commitment. To achieve the full amount of a requested New Credit Line Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees subject to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions Administrative Agent and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender FINRA pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with32, the provisions Broker/Dealer may also invite additional Eligible Assignees (which for the avoidance of Section 13.5(b)doubt are not already Lenders) to become Lenders. The Administrative Agent and the Broker/Dealer shall determine the final allocation of the requested New Credit Line Commitment; provided that the Broker/Dealer shall not be required to allocate any portion of such New Credit Line Commitment to existing Lenders. The Administrative Agent shall promptly notify the applicable Lenders of the final allocation of the requested New Credit Line Commitment.

Increase in Commitments. (a) The After the Closing Date but prior to the Maturity Date, the Borrower shall have the right to request increases from time to time additional Commitments (collectively, the “Additional Commitments”) in the an aggregate amount of that, when combined with all prior Incremental Term Loan Facilities, does not exceed $250,000,000, each which request shall be made by the Commitments of any Class or one or more additional tranches of commitments in Borrower giving written notice (the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Additional Commitment IncreaseNotice”) by providing written notice to the Administrative Agent such details with respect thereto as are reasonably requested by the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such . Each request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Additional Commitments shall request Additional Commitments in an amount not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of less than $25,000,000 (or such lesser amount as approved by the Administrative Agent). Upon receipt of such request, the Administrative Agent shall notify the existing Lenders of the requested Additional Commitments and offer each such Lender an opportunity to participate at its sole discretion in the Additional Commitments. Any existing Lender that does not agree (in its sole discretion) to provide a portion of the proposed Additional Commitments within 10 days after receipt from the Administrative Agent of such notice shall be deemed to have declined participation in any amount of such proposed Additional Commitments. Notwithstanding any existing Lender’s rejection of any portion of the proposed Additional Commitments, each existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. In addition, the Borrower and the Administrative Agent may agree in writingoffer to additional proposed Lenders that qualify as Eligible Assignees (including any required consent of the Administrative Agent and/or the Swingline Lender, such consent not to be unreasonably withheld) and integral multiples the opportunity to accept all or a portion of $5,000,000 in excess thereofthe amount of the proposed Additional Commitments. The Administrative Agentallocation of the Additional Commitments among the Lenders and Eligible 50 Choice Hotels – Credit Agreement (2018) Assignees who agree to accept any portion thereof shall be made by the Borrower, in consultation with the Borrower, shall manage all aspects Administrative Agent. Upon the effectiveness of the syndication Additional Commitments, (i) each Eligible Assignee (that is not an existing Lender) which has been allocated any portion of such Commitment Increasethe Additional Commitments shall execute an accession agreement to this Agreement, including decisions as to (ii) the selection Commitments of the existing Lenders and/or other bankswhich have been allocated any portion of the Additional Commitments shall be increased by such amount, financial institutions (iii) the Pro Rata Percentages of the Lenders (including the Eligible Assignees as the new Lenders) shall be adjusted to reflect such allocations, (iv) if applicable, and other institutional lenders subject to the payment of applicable amounts pursuant to Section 2.18 in connection therewith, the Borrower shall be approached with respect deemed to have made such Commitment Increase borrowings and repayments of the Revolving Loans, and the allocations thereof Lenders shall make such adjustments of outstanding Revolving Loans between and among them, as shall be necessary to effect the reallocation of the Commitments such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, after giving effect thereto, the Revolving Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Commitments and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders (including the Eligible Assignees as the new Lenders) have agreed to increase their respective Commitments or make new Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.24 and which other changes do not adversely affect the rights of those Lenders who do not elect to increase their respective Commitments, in each case without the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Lenders other than those Lenders increasing their Commitments.

Increase in Commitments. (a) The Borrower shall have Agent may from time to time prior to the right to request increases Bridge Loan Maturity Date arrange an increase in the Aggregate Bridge Commitment in accordance with this Section 2.01(c); provided, that the aggregate amount of all such Aggregate Bridge Commitment increases shall not exceed $10,000,000 and in no event shall the Commitments of any Class Aggregate Bridge Commitment exceed $25,000,000. Agent may arrange either for an existing Lender to increase its Commitment or arrange for one or more additional tranches of commitments in the aggregate amount of $200,000,000 lenders not a party to this Agreement, but qualifying as an Eligible Assignee (each such increase in the Commitments person, an "Additional Lender"), to assume such additional Commitment(s) (provided that any Additional Lender shall have a Commitment of any Class or additional tranche, a “Commitment Increase”not less than $1,250,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement by signing an Additional Lender Agreement (in connection substantially the form attached to the Revolving Credit Agreement) and such other documentation as the Agent may reasonably request to effectuate such transaction. If, after giving effect to any increase in the Bridge Loan Commitments as aforesaid, the respective Bridge Commitment Percentages of the Lenders are not the same as the respective Bridge Commitment Percentages of the Lenders immediately prior to such increase, the Company shall prepay any outstanding Loans, together with interest thereon and any amounts due pursuant to Section 3.04, effective as of the date of such increase, which payments shall be applied in accordance with each Lender's Bridge Commitment Percentage prior to giving effect to such increase, and may reborrow such Bridge Loans from each Lender in accordance with each Lender's revised Bridge Commitment Percentage after giving effect to such increase. The Agent and the Lenders shall use reasonable efforts to effect any such requested Commitment Increase must increase so as to minimize amounts due pursuant to Section 3.04. Increases in Bridge Commitments pursuant to this Section shall be an Eligible Assignee subject tomade concurrently with Commitments under the Revolving Credit Agreement, and in accordance with, the provisions of Section 13.5(b)as more fully described therein.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written Upon notice to the Administrative Agent, which notice at any time after the Effective Date, the Borrower may request that Additional Revolving Credit Commitments be provided by the existing Lenders (in accordance with their Pro Rata Share), and if such Lenders are unwilling to provide such Additional Revolving Credit Commitments (it being understood that a Lender shall be irrevocable once given and shall specify whether deemed to be unwilling to provide such request is for Additional Revolving Credit Commitments if it has not affirmatively responded to the Administrative Agent within 10 Business Days after Borrower’s request), (x) the Lead Arranger will use its reasonable efforts, subject to compensation to be agreed, to obtain one or more Persons that are Eligible Assignees to provide such Additional Revolving Credit Commitments and/or (y) the Borrower may identify one or more financial institutions which are not existing Lenders that are reasonably acceptable to the Administrative Agent to provide such Additional Revolving Credit Commitments; provided that (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment IncreasesAdditional Revolving Credit Commitments, the aggregate amount of Additional Revolving Credit Commitments that have been added pursuant to this Section 2.18 shall not exceed One Billion Dollars $100,000,000, ($1,000,000,000). Each such Commitment Increase must ii) each request for Additional Revolving Credit Commitments shall be an aggregate in minimum amount increments of $25,000,000 20,000,000, (or such lesser amount as iii) the Borrower shall not make more than five such requests for Additional Revolving Credit Commitments and (iv) the Administrative Agent may agree in writing) and integral multiples terms of $5,000,000 in excess thereof. The Administrative Agentany Additional Revolving Credit Advances shall be the same as those for the existing Revolving Credit Advances, in consultation with except that the Borrower, Borrower shall manage all aspects of the syndication of such Commitment Increase, including decisions as be permitted to pay upfront fees to the selection of the existing Additional Revolving Credit Lenders and/or other banks, financial institutions and other institutional lenders in amounts to be approached with respect agreed. Notwithstanding anything contained herein to such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided thatcontrary, the consent of the Borrower (Lender Parties shall not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party commit to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Additional Revolving Credit Commitments.

Increase in Commitments. (a) The Borrower shall have the right may, from time to request increases in the aggregate amount of the Commitments of time, on any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice Business Day prior to the Administrative Agentdate that is six (6) months prior to the Revolving Credit Termination Date, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase ‑17‑ or Term B Loan Maturity Date, as applicable, with the written consent of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed), increase the aggregate amount of the Revolving Credit Commitments or establish one or more new term loan commitments (any such new term loan commitment, an “Incremental Term Loan Commitment”), respectively, by delivering a commitment amount increase or incremental term loan request, as applicable, substantially in the form attached hereto as Exhibit H or in such other form acceptable to 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 “Revolving Credit Commitment Amount Increase”) or new term loan, as applicable, identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment or Incremental Term Loan Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that (i) the aggregate amount of increases in the Revolving Credit Commitments and new Incremental Term Loan Commitments shall not exceed $200,000,000 from and after the Closing Date, (ii) any Revolving Credit Commitment Amount Increase or new Incremental Term Loan Commitment, as applicable, 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 Revolving Credit Commitment Amount Increase or individual Incremental Term Loan Commitment, as applicable, 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) on the effective date of such Revolving Credit Commitment Amount Increase or of any new Incremental Term Loan Commitment (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 earlier date). The effective date of the Revolving Credit Commitment Amount Increase or new Incremental Term Loan Commitment, as applicable, shall be as set forth in the related commitment amount increase or new incremental term loan request. Upon the effectiveness of a Revolving Credit Commitment Amount Increase, the new Revolving Lender(s) (or, if applicable, existing Revolving Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Revolving Lender shall have outstanding its Percentage of Revolving Loans. In connection with any Revolving Credit Commitment Amount Increase, to the extent any Revolving Loans are repaid to an existing Revolving Lender in connection with the rebalancing of the outstanding Revolving Loans, Borrower shall pay any amounts owing to such Lenders pursuant to Section 1.11 hereof (unless any Lender owed any such amount waives such amount due by notice to the Administrative Agent). The Revolving Credit Commitments may not be required for all banksincreased if the Borrower has previously terminated any portion of the Revolving Credit Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented out-of-pocket expenses of the Administrative Agent relating to any Revolving Credit Commitment Amount Increase or Incremental Term Loan Commitment and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to the contrary, financial institutions and institutional lenders that agree (x) no Lender shall have any obligation to increase its Revolving Credit Commitment or to provide any Incremental Term Loan Commitment and, without its consent, no Revolving Lender’s Revolving Credit Commitment shall be increased and no Lender will be required to provide an Incremental Term Loan Commitment and each Lender may at its option, unconditionally and without cause, decline to increase its ‑18‑ Revolving Credit Commitment or to provide an Incremental Term Loan Commitment, (y) such declining Lender shall have no consent right with respect to such Revolving Credit Commitment Amount Increase in or such Incremental Term Loan Commitment, as applicable, and (z) any new Lender shall be acceptable to the event Administrative Agent (to the extent the consent of the Borrower Administrative Agent would be required if in connection with an assignment to such banknew Lender under Section 12.12(a)(iii) hereof) with such consent not to be unreasonably withheld or delayed. Upon the effectiveness thereof, financial institution Schedule 1 shall be deemed amended to reflect any Revolving Credit Commitment Amount Increase and any Incremental Term Loan Commitment, as applicable. Any new or institutional lender were increasing Revolving Lender shall advance Revolving Loans in an amount sufficient such that after giving effect to become a its Revolving Loans each Revolving Lender pursuant shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Revolving Credit Commitments. Subject to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase7.1 hereof, and on the effective date of any new Incremental Term Loan Commitments, any new or existing Lender becoming with an Incremental Term Loan Commitment shall advance in a party single Borrowing an Incremental Term Loan in the amount of its new Incremental Term Loan Commitment. The Borrower shall deliver or cause to this Agreement be delivered any documents reasonably requested by the Administrative Agent in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, transaction and in accordance with, the provisions of consistent with Section 13.5(b)7.2 hereof.

Increase in Commitments. Borrower may request an increase in Commitments from time to time upon notice to Administrative Agent, as long as (a) The Borrower shall have the right to request increases requested increase is in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 5,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrower, (b) total increases under this Section do not exceed $150,000,000 and no more than five (5) increases are made, and (c) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement. SECOND AMENDED AND RESTATED ABL CREDIT 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 to the full requested increase, Eligible Assignees reasonably acceptable to Borrower may issue additional Commitments and become Lenders hereunder. Administrative Agent may allocate, with Borrower’s consent, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees reasonably acceptable to Borrower. Provided the conditions set forth in Section 4.02 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount as the Borrower committed by Lenders and the Eligible Assignees) on a date agreed upon by Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereofBorrower, but no later than 45 days following Borrower’s increase request. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, including decisions as to the selection of the and new and existing Lenders and/or other banks, financial institutions shall execute and other institutional lenders to be approached deliver such documents and agreements as Administrative Agent and (solely with respect to such Commitment Increase documents and agreements to be executed by Borrower) Borrower deems appropriate to evidence the increase in and allocations thereof among such existing Lenders and/or other banksof Commitments. On the effective date of an increase, financial institutions the Revolving Loans and other institutional lenders and Exposures under the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) Commitments shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increasereallocated among Lenders, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject tosettled by Administrative Agent as necessary, and in accordance with, the provisions with Lenders’ adjusted shares of Section 13.5(b)such commitments.

Increase in Commitments. (a) The Borrower shall have the right right, at any time prior to the date that is thirty (30) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request increases an increase in the aggregate amount of the Revolver Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional trancherequested increase, a “Commitment Increase”) ), by providing written notice to the Administrative Agenthaving one or more existing Lenders increase their respective Revolver Commitments then in effect (each, which notice shall be irrevocable once given and shall specify whether such request is for an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such request for a Commitment Increase must shall be an aggregate in a minimum amount of $25,000,000 5,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writingreasonably agree), (ii) 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 immediately after giving effect to any Commitment Increase, including decisions the aggregate Revolver Commitments shall not exceed $200,000,000, and (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as to the selection hereinafter defined) or shall result from any Commitment Increase. No consent of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect any Lender to such Commitment Increase shall be required and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees no Lender shall be obligated to be paid for participate as a Lender in such Commitment Increase; provided that, . 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. Section 5.07 will be adjusted by mutual consent of the Borrower (not and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any participate in such requested Commitment Increase in 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 event Borrower shall specify the consent requested amount of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A)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 obligated made in its sole discretion independently from any way whatsoever other Lender. Other than fees payable to provide the Administrative Agent, any fees paid by the Borrower for a Commitment IncreaseIncrease to an Increasing Lender, an Additional Lender, and any new Lender becoming a the Administrative Agent, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party to this Agreement and the Borrower, in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)each party’s sole discretion.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), which notice shall be irrevocable once given and shall specify whether such request is for at any time after the Restatement Effective Date, the Company may request: (i) on one or more occasions, additional Term Commitments in respect of an increase Additional Term Loan Tranche in an amount not to exceed the Term B Loan Permitted Amount; provided that (A) after giving effect to any such Indebtedness, the Senior Secured Leverage Ratio, calculated on a Pro Forma Basis (and specifically giving effect to the repayment of any Total Secured Indebtedness effected on or prior to such date), would be no greater than 2.75 to 1.00 as of the Tranche A most recently completed period of four consecutive fiscal quarters ending prior to the incurrence of such Indebtedness, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders (either pursuant to Section 6.01(a) or Section 6.01(b) or in any subsequent delivery of financial information by the Company to the Administrative Agent prior to such incurrence of Indebtedness) as though such incurrence of Indebtedness (and the repayment of any Total Secured Indebtedness effected on or prior to such date) had been consummated as of the first day of the fiscal period covered thereby and (B) the proceeds thereof shall be used in connection with the Transaction; (ii) on one or more occasions, additional Term Commitments in respect of Term Loans having the same terms (including pricing) as the existing Term A-2 Loans (the “Specified Term A-2 Loans”) in an amount not to exceed the Specified Term A-2 Loan Permitted Amount, provided that (A) such Term Commitments may be established no later than 10 Business Days after the Restatement Effective Date and (B) the proceeds thereof shall be used solely to pay obligations under the Metavante Credit Agreement; (iii) on one or more occasions, additional Revolving Credit Commitments having the same terms (including pricing and currency) as the existing 2014 Multicurrency Revolving Credit Commitments or the Tranche B existing 2014 US Dollar Revolving Credit Commitments, provided that (A) such Revolving Credit Commitments may be established no later than 10 Business Days after the Restatement Effective Date and (B) the proceeds thereof shall be used in accordance with Section 6.11; and (iv) on up to ten occasions, other additional Term Loan Commitments or (ii) an and/or additional tranche of commitmentsRevolving Credit Commitments; provided that after giving effect to any and all such Commitment Increasesaddition, the aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this clause (iv) shall not exceed One Billion Dollars ($1,000,000,000)750,000,000. Each Any such Commitment Increase must addition under this Section 2.16(a) 84 shall be in an aggregate minimum amount of $25,000,000 (5,000,000 or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples any whole multiple of $5,000,000 1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b).

Increase in Commitments. (a) The Borrower Subject to the prior written consent of the Administrative Agent (which consent may be contingent on effectuating certain amendments to this Agreement and the other Loan Documents applicable to some or all of the Loans, which amendments shall be in form and substance reasonably acceptable to the Administrative Agent), the Borrowers shall have the right to request increases an increase the Delay Draw Commitments by obtaining additional Delay Draw Commitments, either from one or more of the existing Lenders or, solely to the extent that the existing Lenders do not agree to furnish the entire amount of any requested increase, another lending institution (which Commitments may be provided on the same, or as and to the extent required by the Administrative Agent and applicable Lenders, different terms and conditions from the existing Delay Draw Commitments) provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, (ii) the aggregate amount of all additional Delay Draw Commitments obtained under this Section 2.08 shall not exceed $50,000,000, (iii) the Commitments identity of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice new Lender shall be reasonably acceptable to the Administrative Agent, which notice such approval not to be unreasonably withheld or delayed, (iv) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, (v) the procedures and requirements described in Section 2.08 have been satisfied, and (vi) the Borrowers shall have paid to the Administrative Agent and applicable Lenders any fees required by Administrative Agent and such Lender in connection therewith. Nothing contained in this Section 2.08 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Delay Draw Commitment hereunder at any time. (b) Any amendment hereto for such an increase shall be irrevocable once given in form and substance reasonably satisfactory to the Administrative Agent and shall specify whether only require the written signatures of the Administrative Agent, the Borrowers and each Lender being added or increasing its Delay Draw Commitment. As a condition precedent to such request is for an increase or addition, the Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an increase Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that Borrowers, certifying that, before and after giving effect to any such increase or addition, (1) the representations and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower warranties contained in Article III and the Administrative Agent may agree other Loan Documents are true and correct in writing) and integral multiples all material respects (except that any representation or warranty which by its terms is made as of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) a specified date shall be required for to be true and correct in all banksmaterial respects only as of such specified date, financial institutions and institutional lenders that agree any representation or warranty which is subject to provide any such Commitment Increase in the event the consent of the Borrower would materiality qualifier shall be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated true and correct in any way whatsoever to provide a Commitment Increaseall respects) and (2) no Default exists, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b).(ii) legal 56 11584747

Increase in Commitments. Borrowers may request an increase in Revolver Commitments or an additional term loan commitment (each an “Incremental Term Loan Commitment” and each term loan provided thereunder in accordance with the terms and conditions of this Section 2.1.7, an “Incremental Term Loan”) from time to time upon notice to Agent, as long as (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such requested increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice to the Administrative AgentRevolver Commitments or Incremental Term Loan Commitment, which notice shall be irrevocable once given and shall specify whether such request as applicable, is for in a minimum amount equal to the lesser of (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments $10,000,000, or (ii) the balance of the amount available under clause (c), (b)(i) with respect to an additional tranche increase in the Revolver Commitments, is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined by the Borrowers and the applicable Lenders, and (ii) with respect to each Incremental Term Loan Commitment, each Incremental Term Loan shall be offered on the terms and conditions set forth in this Section 2.1.7, (c) from and after the Second A&R Closing Date, increases under this Section 2.1.7 do not exceed $55,000,000 in the aggregate, (d) with respect to an increase in the Revolver Commitments, no reduction in the Revolver Commitments pursuant to Section 2.1.4 has occurred following the Second A&R Closing Date and prior to the requested increase, (e) Agent shall have received calculations certified by the chief financial officer of commitments; provided the Borrower Agent evidencing that Borrowers have a Net Leverage Ratio of no more than 6.00:1.00 on a Pro Forma Basis after giving effect to any such increase, and all (f) no Default or Event of Default shall have occurred and be continuing. Agent shall promptly notify Lenders of the requested increase to the Revolver Commitments or Incremental Term Loan Commitments, as applicable and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment Increasesor Incremental Term Loan Commitment, as applicable. 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 Revolver Commitments or Incremental Term Loan Commitments, as applicable, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the aggregate increased Revolver Commitments or Incremental Term Loan Commitments, as applicable, among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.7 and in Section 6.2 are satisfied, total Revolver Commitments or Incremental Term Loan Commitments, as applicable, shall be increased by the requested amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount committed by Xxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 90 days following Borrowers' increase request. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the Borrower increase in and allocations of Revolver Commitments or Incremental Term Loans, as applicable. On the Administrative effective date of an increase, all outstanding Revolver Loans, LC Obligations and other exposures under the Revolver Commitments and Incremental Term Loan Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent may agree if necessary, in writing) and integral multiples accordance with Lenders’ adjusted shares of $5,000,000 in excess thereofsuch Commitments. The Administrative Agent, terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans. The terms and provisions of any Incremental Term Loans shall be as set forth in consultation a joinder agreement; provided that (a) Incremental Term Loans shall not participate on a greater (but may participate on a lesser) than pro rata basis with the Borrowerexisting Loans in any optional or mandatory prepayment hereunder, shall manage all aspects of (b) the syndication of such Commitment IncreaseIncremental Term Loans may be unsecured or secured by the Collateral on a pari passu or junior basis, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached (c) any mandatory or optional prepayments with respect any Incremental Term Loan shall be mutually agreed to such Commitment Increase by Borrowers and Lenders, (d) any Incremental Term Loan shall be secured pursuant to a Mortgage on a Borrower’s Real Estate not already included in the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided thatPrimary Term Loan Collateral, the consent of Primary Equipment Loan/Capital Expenditure Loan Collateral or the Borrower Primary DDTL Collateral, or not already securing another Incremental Term Loan (not to be unreasonably withheldif any), conditioned or delayed(e) Borrowers shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement deliver Related Real Estate Documents in connection with any each such requested Commitment Increase Mortgage, and (f) all other terms of the Incremental Term Loans must be an Eligible Assignee subject to, reasonably acceptable to the Agent and in accordance with, the provisions Lenders holding any portion of Section 13.5(b)the Incremental Term Loans.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) may by providing written notice to the Administrative AgentAgent elect to add one or more incremental term loan facilities hereunder (each, which notice an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan Commitments” and loans pursuant thereto “Incremental Term Loans”) and/or increase commitments under the Revolving Facility (any such increase, an “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto “Incremental Revolving Loans”; the Incremental Term Facilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”); provided that the total aggregate amount for all such Incremental Facilities (assuming, in the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall be irrevocable once given and shall specify whether such request is for not (ias of any date of incurrence thereof) exceed (x) $50,000,000 (plus, to the extent utilized to effect an Incremental Revolving Increase, $20,000,000), plus (y) an increase amount equal to the sum of the Tranche A all voluntary prepayments of Term Loan Commitments or the Tranche B Term Loan Commitments or Loans made pursuant to Section 2.09(a), plus (iiz) an additional tranche of commitments; provided that unlimited amount so long as, after giving effect to the incurrence of such Incremental Facility (excluding the cash proceeds of any and all such Commitment IncreasesIncremental Term Loans for purposes of netting and, in the case of any Incremental Revolving Increase, assuming the full amount thereof is fully drawn), the aggregate Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01 (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Incremental Facility (and Revolving Loans in an amount equal to the full amount of Commitments any such Incremental Revolving Increase) had been outstanding on the last day of such four-quarter period, shall not exceed One Billion Dollars 2.50 to 1.00, with the Borrower electing whether such Incremental Facility have been incurred (in whole or in part) under clauses (x) (including the parenthetical thereunder), (y) and/or (z) in its sole discretion. Each Class of Incremental Facility incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $1,000,000,00010,000,000 (or, if incurred pursuant to the parenthetical to clause (x) in the immediately preceding sentence, $5,000,000). Each such Commitment notice shall specify (x) the date (each, an “Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as Effective Date”) on which the Borrower and proposes that the Incremental Facility shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (y) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agentelect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects to provide such portion of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Incremental Facility.

Increase in Commitments. (a) The Borrower shall have the right at its option may, from time to time, seek to (i) request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) and/or (ii) increase the aggregate Revolving Loan Commitments (each such increase, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”) by up to an aggregate amount of $200,000,000 1,000,000,000800,000,000 upon at least three (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”3) by providing Business Days’ prior written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments any such Incremental Facility (which shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate in a minimum amount of $25,000,000 and in multiples of $5,000,000 in excess thereof (or such lesser amount and/or increments to which the Administrative Agent may agree)) and shall certify that no Potential Event of Default or Event of Default has occurred and is continuing. After delivery of such notice, the Borrower, in consultation with the Administrative Agent, may offer the Incremental Facility (which may be declined by any Lender in its sole discretion and any Lender which does not respond to a request to extend an Incremental Facility shall be deemed to have declined to do so) 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 BanksLenders (in the case of an Incremental Revolving Commitment) and the Borrower. No Incremental Facility shall become effective until the existing or new Lenders extending such Incremental Facility and the Borrower shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent and the Borrower pursuant to which (i) any such existing Lender providing or increasing a commitment in respect of such Incremental Facility agrees to the amount of its portion of the Incremental Facility, (ii) any such new lender providing a commitment in respect of such Incremental Facility agrees to its portion of the Incremental Facility and agrees to assume and accept the obligations and rights of a Revolving Lender and/or Term Loan Lender hereunder, as applicable, (iii) the Borrower accepts such Incremental Facility, (iv) the effective date of any Incremental Facility is specified by the Borrower and the lenders providing or increasing their respective commitments in respect of such Incremental Facility and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in subsection 4.024.2 are satisfied. The terms of any Incremental Term Loan shall, taken as a whole, be substantially identical to, or less favorable to the lenders making such Incremental Term Loan than, the terms applicable to Term Loans hereunder, except that (A) the Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents to implement such mechanical and conforming changes as the Borrower and the Administrative Agent may agree in writingdeem appropriate, (B) the maturity date of any Incremental Term Loan shall be no earlier than the Term Loan Maturity Date, (C) the interest rate margins and integral multiples other economic terms, amortization schedule, prepayment terms, and currency applicable to any Incremental Term Loan shall be determined by the Borrower and the lenders thereunder and (D) the foregoing limitation upon the terms of $5,000,000 in excess thereofany Incremental Term Loan shall not apply to covenants or other provisions applicable only to periods after the latest Term Loan Maturity Date. The Each Incremental Term Loan shall be made pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each lender under such Incremental Term Loan and the Administrative Agent, in consultation with each case without the need to obtain the consent of any other Person. Each Incremental Term Loan Amendment may effect such amendments to this Agreement and the other Loan CHAR1\1732468v1CHAR1\1735441v5 Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, shall manage all aspects of the syndication of such Commitment Increase, including decisions as to give effect to the selection provisions of this subsection 2.10. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Term Loan Amendments. Upon the effectiveness of any Incremental Revolving Commitment pursuant hereto, (i) each Revolving Lender (new or existing) shall be deemed to have accepted an assignment at par from the existing Revolving Lenders, and the existing Revolving Lenders shall be deemed to have made an assignment at par to each new or existing Revolving Lender accepting a new or increased Revolving Loan Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and AssumptionAgreement) and (ii) the credit exposure to the Borrower hereunder in respect of Swing Line Loans and Letters of Credit of the existing and new Revolving Lenders and/or other banksshall be automatically adjusted such that, financial institutions after giving effect to such assignments and adjustments, all credit exposure to the Borrower hereunder is held ratably by the Revolving Lenders in proportion to their respective Revolving Loan Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Revolving Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees relating to such principal amount. Payments received by assigning Revolving Lenders pursuant to this subsection 2.10 in respect of the principal amount of any Eurodollar Rate Loan shall, for purposes of subsection 2.6D, be deemed prepayments of such Loan. Any Incremental Facility pursuant to this subsection 2.10 shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other institutional lenders documents as the Administrative Agent may reasonably request. Notwithstanding anything in subsection 10.6 or elsewhere herein to be approached with respect to such Commitment Increase and the allocations thereof among such existing Lenders and/or other bankscontrary, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the no consent of any Lender (other than the Borrower (not Lenders agreeing to be unreasonably withheld, conditioned new or delayedincreased commitments) shall be required for all banksany Incremental Facility provided or Loan made pursuant to this subsection 2.10. This subsection 2.10 shall supersede any provisions in subsections 10.1B, financial institutions and institutional lenders that agree 10.5 or 10.6 to provide the contrary. In no event shall any such Commitment Increase Incremental Facility established pursuant to this subsection 2.10 result in the event the consent sum of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, Total Utilization of Revolving Loan Commitments plus the aggregate amount of undrawn Revolving Loan Commitments plus the aggregate amount of all Term Loans and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Incremental Term Loans made hereunder exceed $3,720,000,000.

Increase in Commitments. The Company may, with the written consent of the Administrative Agent, L/C Issuer and Swing Line Lender (a) The Borrower which consent of the Administrative Agent shall have the right to request increases in not be unreasonably withheld or delayed), increase 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 (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 Class or one or more additional tranches increase of commitments in the aggregate amount of the Revolving Credit Commitments to an amount in excess of $200,000,000 450,000,000 will require the approval of the Required Lenders, and (each such 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 Commitments of any Class or additional tranche, a “Commitment Increase”) Amount Increase shall be agreed upon by providing written notice to the Company and the Administrative Agent. Upon the effectiveness thereof, which notice the new Lender(s) (or, if applicable, existing Lender(s)) shall be irrevocable once given and shall specify whether advance Loans in an amount sufficient such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to its Loans each Lender 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 applicable Borrower pays any and all such Commitment Increasesapplicable breakage cost under Section 1.11 hereof incurred by any Lender resulting from the repayment of its Loans, (ii) the aggregate amount of Commitments Company shall not exceed One Billion Dollars have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.14 hereof and ($1,000,000,000)iii) no Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase. Each such Commitment Increase must be an aggregate minimum amount The Company agrees to pay any reasonable expenses of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereofrelating to any Commitment Amount Increase. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, including decisions as Notwithstanding anything herein to the selection of the existing Lenders and/or other bankscontrary, financial institutions no Lender shall have any obligation to increase its Revolving Credit Commitment and other institutional lenders to be approached with respect to such no Lender’s Revolving Credit Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the increased without its consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increasethereto, and any new each Lender becoming a party may at its option, unconditionally and without cause, decline to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)increase its Revolving Credit Commitment.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranchemay, a “Commitment Increase”) by providing written notice to the Administrative AgentAgent at any time after the Closing Date, on one or more occasions, up to three in the aggregate, elect to (A) increase the commitments with respect to the existing Revolving Commitments (any such increase, the “Incremental Revolving 66 Commitments”) from one or more Incremental Revolving Lenders (which notice shall may or may not include any existing Lender (each of which may be irrevocable once given and shall specify whether such request is for entitled to agree or decline to participate in its sole discretion if so offered the opportunity to do so)) and/or (B) incur Incremental Term Loan Commitments from one or more Incremental Term Lenders (which may or may not include any existing Lender (each of which may be entitled to agree or decline to participate in its sole discretion if so offered the opportunity to do so)) (the Incremental Term Loan Commitments, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in an aggregate principal amount of all Incremental Commitments not to exceed the sum of (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or $125,000,000 plus (ii) an additional tranche unlimited amount, so long as, in the case of commitments; provided that this clause (ii), after giving pro forma effect to such Incremental Revolving Commitments or the Borrowing of such Incremental Term Loan and the application of proceeds therefrom (assuming all such Incremental Revolving Commitments and all such Incremental Term Loan Commitments were fully drawn and without “netting” the cash proceeds of any Incremental Revolving Commitments or Incremental Term Loans, and after giving pro forma effect to any and all such Commitment IncreasesPermitted Acquisition, Investment or other transaction consummated in connection therewith), the aggregate amount of Commitments Senior Secured Leverage Ratio shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must 3.25:1.00; provided, that each Incremental Lender, if not already a Lender hereunder, shall be an aggregate minimum amount subject to the approval of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower its discretion (not to be unreasonably withheld, conditioned or delayed). Such notice shall set forth (i) the amount of the Incremental Revolving Commitments or Incremental Term Loan Commitments being requested (which shall be required for all banks, financial institutions in minimum increments of $1,000,000 and institutional lenders that agree to provide any a minimum amount of $5,000,000) and (ii) the date on which such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution Incremental Revolving Commitments or institutional lender were Incremental Term Loan Commitments are requested to become a Lender pursuant effective (which shall not be less than 15 days nor more than 60 days after the date of such notice, unless otherwise agreed to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, by the provisions of Section 13.5(bAdministrative Agent).

Increase in Commitments. Borrowers may request an increase in Revolver Commitments or an additional term loan commitment (each an “Incremental Term Loan Commitment” and each term loan provided thereunder in accordance with the terms and conditions of this Section 2.1.7, an “Incremental Term Loan”) from time to time upon notice to Agent, as long as (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such requested increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice to the Administrative AgentRevolver Commitments or Incremental Term Loan Commitment, which notice shall be irrevocable once given and shall specify whether such request as applicable, is for in a minimum amount equal to the lesser of (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments $10,000,000, or (ii) the balance of the amount available under clause (c), (b)(i) with respect to an increase in the Revolver Commitments, is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined by the Borrowers and the applicable Lenders, and (ii) with respect to each Incremental Term Loan Commitment, each Incremental Term Loan shall be offered on the terms and conditions set forth in this Section 2.1.7, (c) increases under this Section 2.1.7 do not exceed $75,000,000 in the aggregate, (d) with respect to an increase in the Revolver Commitments, no reduction in the Revolver Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (e) no Default or Event of Default shall have occurred and be continuing. Agent shall promptly notify Lenders of the requested increase to the Revolver Commitments or Incremental Term Loan Commitments, as applicable and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment or Incremental Term Loan Commitment, as applicable. 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 tranche of commitments; provided that after giving effect to any Revolver Commitments or Incremental Term Loan Commitments, as applicable, and all such Commitment Increasesbecome Lenders hereunder. Agent may allocate, in its reasonable discretion, the aggregate increased Revolver Commitments or Incremental Term Loan Commitments, as applicable, among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.7 and 6.2 are satisfied, total Revolver Commitments or Incremental Term Loan Commitments, as applicable, shall be increased by the requested amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 90 days following Borrowers’ increase request. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the Borrower increase in and allocations of Revolver Commitments or Incremental Term Loans, as applicable. On the Administrative effective date of an increase, all outstanding Revolver Loans, LC Obligations and other exposures under the Revolver Commitments and Incremental Term Loan Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent may agree if necessary, in writing) and integral multiples accordance with Lenders’ adjusted shares of $5,000,000 in excess thereofsuch Commitments. The Administrative Agent, terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans. The terms and provisions of any Incremental Term Loans shall be as set forth in consultation a joinder agreement; provided that (a) Incremental Term Loans shall not participate on a greater (but may participate on a lesser) than pro rata basis with the Borrowerexisting Loans in any optional or mandatory prepayment hereunder, (b) the Incremental Term Loans may be unsecured or secured by the Collateral on a pari passu or junior basis, but shall manage all aspects not be secured by any of the syndication Exclusive Revolver Loan/Letter of such Commitment IncreaseCredit Collateral or the Exclusive Term Loan/Capital Expenditure Loan Collateral, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached (c) any mandatory or optional prepayments with respect to such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) any Incremental Term Loan shall be required for all banksmutually agreed to by Borrowers and Lenders, financial institutions and institutional lenders that agree (d) any Incremental Term Loan shall be secured pursuant to provide any such Commitment Increase a Mortgage on a Borrower’s Real Estate not already included in the event the consent of the Borrower would be required Exclusive Term Loan/Capital Expenditure Loan Collateral or not already securing another Incremental Term Loan (if such bankany), financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender (e) Borrowers shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement deliver Related Real Estate Documents in connection with any each such requested Commitment Increase Mortgage, and (f) all other terms of the Incremental Term Loans must be an Eligible Assignee subject to, reasonably acceptable to the Agent and in accordance with, the provisions Lenders holding any portion of Section 13.5(b)the Incremental Term Loans.

Increase in Commitments. (a) The Borrower shall have From time to time (but not more than on 5 occasions) during the right to request increases in period from and after the aggregate amount of Closing Date, the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 Maximum Revolver Amount may be increased (each such increase in that satisfies the Commitments terms and conditions of any Class or additional tranchethis Section, a an “Commitment Approved Increase”) by providing an amount not in excess of the Available Increase Amount at the option of Borrowers by delivery of a written notice from Administrative Borrower of a proposed increase to the Administrative Agent, which notice shall be irrevocable once given Agent if and shall specify whether such request is for only if (i) an increase each of the Tranche A Term Loan Commitments or conditions precedent set forth in Section 3.2 are satisfied as of the Tranche B Term Loan Commitments or Increase Effective Date (as if Borrowers were requesting an extension of credit hereunder), (ii) an additional tranche of commitments; provided that if a Financial Covenant Period has commenced and is continuing, Borrowers have delivered to Agent updated pro forma Projections (after giving effect to any the proposed increase) for Parent and all its Restricted Subsidiaries reflecting compliance (to the extent required by Section 7) on a pro forma basis with the financial covenants in Section 7 for each month during the next 12 month period (on a month-by-month basis) following the Increase Effective Date in which such Commitment IncreasesFinancial Covenant Period is projected to be continuing, in form reasonably acceptable to Agent, (iii) Borrowers shall have (A) reached agreement with the aggregate prospective new Lenders (the “Prospective Lenders”) with respect to the amount of any supplemental closing fee to be paid to such Prospective Lenders on the Increase Effective Date and shall have communicated the amount of such supplemental closing fee to Agent, (B) reached agreement with the Prospective Lenders with respect to the interest rates applicable to the Advances to be made by such Prospective Lenders and shall have communicated the amount of such interest rates to Agent, (C) entered into an agreement with WFF and BOA regarding the payment of supplemental closing fees to be paid to each of them, such supplemental closing fees to be in an amount sufficient to provide each of them with closing fees (aggregating the closing fees paid on the Closing Date together with supplemental closing fees, if any, paid on a prior Increase Effective Date and the supplemental closing fees payable on the subject Increase Effective Date) on the amount of WFF’s and BOA’s Commitments equivalent (in percentage terms) to the closing fees payable to the Prospective Lenders (it being understood and agreed that once earned any closing fees or supplemental closing fees paid to WFF or BOA prior to any such date shall not exceed One Billion Dollars be nonrefundable, and neither WFF nor BOA shall be required to disgorge any such fees for any reason, including in the event that the closing fees or supplemental closing fees paid to WFF or BOA ($1,000,000,000individually or in the aggregate) is greater than the amount of closing fees or supplemental closing fees payable to the Prospective Lenders), (D) if the Base Rate Margin or the LIBOR Rate Margin, as the case may be, that is to be applicable to the Advances to be made by the Prospective Lenders is greater than the Base Rate Margin or the LIBOR Rate Margin, as the case may be, otherwise applicable to Advance hereunder, then the Base Rate Margin or the LIBOR Rate Margin, as the case may be, otherwise applicable to Advances hereunder following the Increase Effective Date shall automatically be increased by the amount of such excess, effective on the Increase Effective Date, and (E) paid any fees described in clauses (A) and (C) above to Agent for the account of the Prospective Lenders, WFF, and BOA, as applicable. Each such Commitment notice shall specify the date on which the proposed increase is to be effective (the “Increase must Effective Date”), which date shall not be less than 10 Business Days after the date of such notice. Each proposed increase shall be in an aggregate minimum amount of at least $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 10,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b).

Increase in Commitments. (a) The Borrower shall have the right at its option may, from time to time, seek to (i) request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) and/or (ii) increase the aggregate Revolving Loan Commitments (each such increase, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”) by up to an aggregate amount of $200,000,000 1,000,000,000 upon at least three (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”3) by providing Business Days’ prior written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments any such Incremental Facility (which shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate in a minimum amount of $25,000,000 and in multiples of $5,000,000 in excess thereof (or such lesser amount and/or increments to which the Administrative Agent may agree)) and shall certify that no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Borrower, in consultation with the Administrative Agent, may offer the Incremental Facility (which may be declined by any Lender in its sole discretion and any Lender which does not respond to a request to extend an Incremental Facility shall be deemed to have declined to do so) 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 Banks (in the case of an Incremental Revolving Commitment) and the Borrower. No Incremental Facility shall become effective until the existing or new Lenders extending such Incremental Facility and the Borrower shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent and the Borrower pursuant to which (i) any such existing Lender providing or increasing a commitment in respect of such Incremental Facility agrees to the amount of its portion of the Incremental Facility, (ii) any such new lender providing a commitment in respect of such Incremental Facility agrees to its portion of the Incremental Facility and agrees to assume and accept the obligations and rights of a Revolving Lender and/or Term Loan Lender hereunder, as applicable, (iii) the Borrower accepts such Incremental Facility, (iv) the effective date of any Incremental Facility is specified by the Borrower and the lenders providing or increasing their respective commitments in respect of such Incremental Facility and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in subsection 4.02 are satisfied. The terms Table of Contents of any Incremental Term Loan shall, taken as a whole, be substantially identical to, or less favorable to the lenders making such Incremental Term Loan than, the terms applicable to Term Loans hereunder, except that (A) the Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents to implement such mechanical and conforming changes as the Borrower and the Administrative Agent may agree in writingdeem appropriate, (B) the maturity date of any Incremental Term Loan shall be no earlier than the Term Loan Maturity Date, (C) the interest rate margins and integral multiples other economic terms, amortization schedule, prepayment terms, and currency applicable to any Incremental Term Loan shall be determined by the Borrower and the lenders thereunder and (D) the foregoing limitation upon the terms of $5,000,000 in excess thereofany Incremental Term Loan shall not apply to covenants or other provisions applicable only to periods after the latest Term Loan Maturity Date. The Each Incremental Term Loan shall be made pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each lender under such Incremental Term Loan and the Administrative Agent, in consultation with each case without the need to obtain the consent of any other Person. Each Incremental Term Loan Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, shall manage all aspects of the syndication of such Commitment Increase, including decisions as to give effect to the selection provisions of this subsection 2.10. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Term Loan Amendments. Upon the effectiveness of any Incremental Revolving Commitment pursuant hereto, (i) each Revolving Lender (new or existing) shall be deemed to have accepted an assignment at par from the existing Revolving Lenders, and the existing Revolving Lenders shall be deemed to have made an assignment at par to each new or existing Revolving Lender accepting a new or increased Revolving Loan Commitment, of an interest in each then outstanding Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the credit exposure to the Borrower hereunder in respect of Swing Line Loans and Letters of Credit of the existing and new Revolving Lenders and/or other banksshall be automatically adjusted such that, financial institutions after giving effect to such assignments and adjustments, all credit exposure to the Borrower hereunder is held ratably by the Revolving Lenders in proportion to their respective Revolving Loan Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Revolving Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees relating to such principal amount. Payments received by assigning Revolving Lenders pursuant to this subsection 2.10 in respect of the principal amount of any Eurodollar Loan shall, for purposes of subsection 2.6D, be deemed prepayments of such Loan. Any Incremental Facility pursuant to this subsection 2.10 shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other institutional lenders documents as the Administrative Agent may reasonably request. Notwithstanding anything in subsection 10.6 or elsewhere herein to be approached with respect to such Commitment Increase and the allocations thereof among such existing Lenders and/or other bankscontrary, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the no consent of any Lender (other than the Borrower (not Lenders agreeing to be unreasonably withheld, conditioned new or delayedincreased commitments) shall be required for all banksany Incremental Facility provided or Loan made pursuant to this subsection 2.10. This subsection 2.10 shall supersede any provisions in subsections 10.1B, financial institutions and institutional lenders that agree 10.5 or 10.6 to provide the contrary. In no event shall any such Commitment Increase Incremental Facility established pursuant to this subsection 2.10 result in the event the consent sum of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, Total Utilization of Revolving Loan Commitments plus the aggregate amount of undrawn Revolving Loan Commitments plus the aggregate amount of all Term Loans and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Incremental Term Loans made hereunder exceed $3,720,000,000.

Increase in Commitments. (a) The Borrower shall have Company may, at any time prior to the right Maturity Date, with the consent of the Administrative Agent (not to be unreasonably withheld), request increases in that the aggregate amount of the Commitments be increased by an amount equal to $5,000,000 or an integral multiple of any Class or one or more additional tranches $1,000,000 in excess thereof (each a "Commitment Increase") to be effective as of commitments a date that is at least 90 days prior to the scheduled Maturity Date then in effect (the "Increase Date") as specified in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitment Increases exceed $50,000,000 and (ii) on the date of any request by the Company for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article IV shall be satisfied. (b) The Administrative Agent shall promptly notify such Eligible Assignees as it shall identify of a request by the Company for a Commitment Increase, which notice shall be irrevocable once given and shall specify whether such request is for include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the "Commitment Date"). The requested Commitment Increase shall be allocated among the Eligible Assignees willing to participate therein in such amounts as are agreed between the Company and the Administrative Agent. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Company as to the amount, if any, by which the Eligible Assignees are willing to participate in the requested Commitment Increase; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that was not, prior to such date, a Lender hereunder and accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(c) (each such Eligible Assignee, an "Assuming Lender") shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Eligible Assignee that, prior to such date, was a Lender and accepts an offer to participate in such a requested Commitment Increase (an "Increasing Lender") shall be so increased by such amount as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Tranche A Term Loan Commitments or board of directors of the Tranche B Term Loan Commitments or Company approving the Commitment Increase and the corresponding modifications to this Agreement, (B) a consent executed by each Guarantor approving the Commitment Increase and the corresponding modifications to this Agreement and (C) an opinion of counsel for the Company (which may be in-house counsel), in form and substance satisfactory to, and covering such matters as may be reasonably requested by, the Administrative Agent; (ii) an additional tranche assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Company and the Administrative Agent (each an "Assumption Agreement"), duly executed by such Eligible Assignee, the Administrative Agent and the Company; (iii) confirmation from each Increasing Lender of commitmentsthe increase in the amount of its Commitment in a writing satisfactory to the Company and the Administrative Agent; provided that (iv) Notes, if requested, payable to the order of the Assuming Lenders and the Increasing Lenders evidencing the aggregate indebtedness of the Company to such Lenders after giving effect to any the applicable Commitment Increase; and all such (v) a revised Schedule 2.01 hereto setting forth the Commitment Increasesof each Lender after giving effect to the applicable Commitment Increase. On each Increase Date, upon fulfillment of the aggregate amount conditions set forth in the immediately preceding sentence of Commitments shall not exceed One Billion Dollars ($1,000,000,000this Section 2.15(d). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and , the Administrative Agent may agree in writingshall notify the Lenders (including, without limitation, each Assuming Lender) and integral multiples of $5,000,000 in excess thereof. The Administrative Agentthe Company, in consultation with the Borroweron or before 1:00 P.M. (New York City time), shall manage all aspects by telecopier, of the syndication of such Commitment Increase, including decisions as to the selection occurrence of the existing Lenders and/or other banks, financial institutions and other institutional lenders Commitment Increase to be approached effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)date.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written Upon notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such at any time after the Closing Date, each Borrower may request is for Additional Term Commitments or Additional Revolving Credit Commitments; provided that (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increasesaddition, 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 One Billion Dollars (A) $1,000,000,000250,000,000 (the “General Incremental Availability”). Each , plus (B) $750,000,000 (the “Ratio Incremental Availability”) to the extent that in the case of this clause (B) only the Senior 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 Commitment Increase must Additional Term Commitments or Additional Revolving Credit Commitments, as applicable, shall not exceed 4.0:1.0 (it being agreed that (I) the Borrowers 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 (vi) below when incurred, the Borrowers 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 Borrowers 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 an aggregate minimum amount of $25,000,000 50,000,000 or any whole multiple of $1,000,000 in excess thereof (or provided that such lesser amount as may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) (A) the final maturity date of any 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; provided that the amortization schedule with respect to any Additional Term Loans shall be determined by the BV Borrower and the Administrative Agent 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 Term Loans, (v) the loans made pursuant to any Additional Term Loan Commitments may agree rank junior in writing) and integral multiples right of $5,000,000 in excess thereof. The Administrative Agentsecurity with the Term Loan Facility or may be unsecured, in consultation 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 Commitments that utilize the BorrowerRatio Incremental Availability, shall manage all aspects the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees or, in the syndication case of any Additional Term Credit Agreement Commitments, a Eurodollar Rate floor greater than 1.00%, with such Commitment Increase, including decisions as increased amount being equated to interest margin for purposes of determining any increase to the selection of 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 Borrowers 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 (after giving effect to interest rate margins (including the Eurodollar Rate floor), original issue discount and upfront fees) for the corresponding existing Lenders and/or other banksTerm Loan Facility or Revolving Credit Facility, financial institutions and other institutional lenders to be approached respectively, unless the interest rate margins with respect to such Commitment Increase existing Facility are increased by an amount equal to the difference between the all-in yield with respect to such Additional Term Commitments and/or Additional Revolving Credit Commitments and the allocations thereof among corresponding all-in yield on such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Facility minus 0.50%.

Increase in Commitments. (a) The Borrower shall have Borrowers may, on any Business Day prior to the right to request increases in Termination Date and with the Administrative Agent’s prior written consent, increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit F or in such other form acceptable to the Administrative Agent at least five (5) Business Days (or such lesser period agreed to by the Administrative Agent) prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Commitments for existing Lender(s)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any Class or one or more additional tranches increase of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments to an amount in excess of $750,000,000 will require the approval of the Required Lenders, (ii) any Class increase of the aggregate amount of the Commitments shall be in an amount not less than $10,000,000, (iii) no Default or additional trancheEvent of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, a “and (iv) all representations and warranties contained in Section 6 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”) . The effective date of the Commitment Amount Increase shall be agreed upon by providing written notice to the Borrowers and the Administrative Agent. Upon the effectiveness thereof, which notice the new Lender(s) (or, if applicable, existing Lender(s)) shall be irrevocable once given and shall specify whether advance Revolving Loans in an amount sufficient such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to its advance each Lender shall have outstanding its Percentage of Revolving 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 all such Commitment Increases, the aggregate amount of Commitments Borrowers shall pay any amounts owing to the Lenders pursuant to Section 1.10 hereof and (ii) the Borrowers shall not exceed One Billion Dollars ($1,000,000,000)have terminated any portion of the Commitments pursuant to Section 1.11(a) hereof. Each such Commitment Increase must be an aggregate minimum amount The Borrowers agree to pay any reasonable expenses of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereofrelating to any Commitment Amount Increase. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, including decisions as Notwithstanding anything herein to the selection of the existing Lenders and/or other bankscontrary, financial institutions no Lender shall have any obligation to increase its Commitment and other institutional lenders to be approached with respect to such no Lender’s Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the increased without its consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increasethereto, and any new each Lender becoming a party may at its option, unconditionally and without cause, decline to this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)increase its Commitment.

Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written Upon notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such at any time after the Closing Date, the Borrower may request is for Additional Term Commitments or Additional Revolving Credit Commitments; provided that (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increasesaddition, 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 One Billion Dollars ($1,000,000,000A) in the case of this Clause (A). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as , on and after the Borrower and the Administrative Agent may agree in writing) 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 Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided thatTenth Amendment Effective Date, the consent 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 (not or are required to be unreasonably withheld, conditioned or delayedhave been) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender furnished pursuant to Section 13.5(b)(iii)(A6.01 ended on or prior to the date of the incurrence of such Additional Term Commitments or Additional Revolving Credit Commitments, (the “General Incremental Availability”). No Lender shall be obligated , plus (B) additional amounts to the extent that in any way whatsoever the case of this clause (B) only the Senior 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 provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be Additional Term Commitments or Additional Revolving Credit Commitments (calculated as if such Additional Revolving Credit Commitments were fully drawn on the applicable test date), as applicable, shall not exceed, on the date of the closing date with respect thereto or, if the Borrower has made an Eligible Assignee subject toLCT Election with respect thereto, and in accordance withon the LCT Test Date with respect thereto, 2.50:1.00 (such amounts, the provisions of Section 13.5(b).“Ratio Incremental Availability”) (it being

Increase in Commitments. (a) The Borrower shall have the right may request (in writing) Incremental Commitments in an aggregate amount not to request increases exceed, in the aggregate amount aggregate, $750,000,000, in increments of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of no less than $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 75,000,000 (or such lesser amount as if the Borrower and remaining available Incremental Commitment pursuant to this Section 2.4 is less than $75,000,000) at any one time, from one or more Incremental Lenders (approved by the Administrative Agent if such Incremental Lender is not already a Revolving Lender and is to be a Revolving Lender after the effective date of the applicable Incremental Commitment Agreement) willing to provide such Incremental Commitments. Requests for such Incremental Commitments may agree be, at the Borrower’s option, for Incremental Revolving Loans (at any time prior to the Revolving Termination Date) and/or Incremental Term Loans. In the event the Borrower shall request Incremental Term Loans, such request shall set forth (i) the amount of the Incremental Term Loans being requested, (ii) the date on which such Incremental Term Loans are requested to be made, (iii) any requested differences between the Incremental Term Loans and the existing Term Loans (which shall not be effective until set forth in writingan executed Incremental Commitment Agreement executed by the Group Members and each applicable Incremental Lender), provided, that in any event (A) the Weighted Average Life to Maturity of all Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Term Loans at the time of the borrowing of such Incremental Term Loan, and integral multiples (B) the Maturity Date of $5,000,000 any Incremental Term Loans shall be no shorter than the final maturity of the Tranche B Term Loans, and (iv) whether such Incremental Term Loans are to have the same interest rate margin as the Tranche B Term Loans or whether such Incremental Term Loans are to have a different interest rate margin than the Tranche B Term Loans (“Other Term Loans”); provided, that, if the interest rate margin in excess thereofrespect of any Other Term Loan exceeds the Applicable Margin for the Tranche B Term Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), such Applicable Margin shall be increased so that the interest rate margin in respect of such Other Term Loan (giving effect to any OID issued in connection with such Other Term Loan) is no higher than the Applicable Margin for the Tranche B Term Loans. The Administrative AgentAll Incremental Term Loans (including Other Term Loans) shall be made on substantially identical terms as the Tranche B Term Loans, except as set forth in any applicable Incremental Commitment Agreement, and, in consultation with the Borrowercase of Other Term Loans, shall manage all aspects of the syndication of such Commitment Increase, 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 Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A)interest rate margin applicable thereto. No Agent or Lender shall be obligated in to deliver or fund any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to Incremental Commitment. The Borrower may borrow under the Incremental Commitments only five times during the term of this Agreement in connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b)Agreement.