Common use of Increase of Aggregate Commitment Clause in Contracts

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date, the Borrower may, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at 2.22.1 At any time prior to the Facility Revolving Credit Termination Date, the Borrower mayshall have the ability, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to in consultation with the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause and without the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect consent of any Term Loansnon-increasing Lender), (ii) an increase to request increases in the Aggregate Commitment or issuance of Term Loans hereunder may Commitment; provided that (A) no Lender shall have any obligation to increase its Commitment, (B) the Borrower shall only be made at permitted to request such an increase on five (5) separate occasions, (C) each such requested increase shall be in a time when minimum principal amount of $50,000,000 or, if less, the remaining amount permitted pursuant to clause (D) below, (D) in no event shall the aggregate amount of all such increases exceed $250,000,000, (E) no Default or Unmatured Default shall have occurred and be continuing or would result therefrom from the proposed increase and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiF) the Borrower shall furnish, if requested, a new Note have obtained all necessary corporate authorizations and governmental approvals in order to each financial institution that is extending a new Commitment effect such increase. 2.22.2 The Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Agent within ten (10) Business Days (or Term Loan or increasing its Commitment. No such amendment shall require longer period of time which may be agreed upon by the approval or consent Agent and the Borrower and communicated to the Lenders) from the date of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among notice to the Lenders with Commitments after giving effect whether or not it agrees to each increase its Commitment and, if so, by what amount. Any Lender not responding within such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower of the Lenders’ responses to each request made hereunder. The Borrower may also invite additional Purchasers which meet the requirements set forth in Section 12.3.1 to become Lenders pursuant to a joinder agreement in the form attached hereto as Exhibit F. 2.22.3 The Aggregate Outstanding Credit Exposure will be amended accordingly. All reallocated on the effective date of such additional Commitments increase among the Lenders in accordance with their revised Pro Rata Shares (and Term Loans the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall be secured equally pay any and ratably all costs required pursuant to Section 3.4 in connection with the other Loans hereundersuch reallocation as if such reallocation were a repayment).

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at (i) At any time prior to the Facility Termination Datetime, the Borrower may, on the terms set forth below, may request that the Aggregate Commitment be increased, provided that, without the prior written consent of all of the Lenders, (a) the Aggregate Commitment hereunder be increased by an amount up to shall at no time exceed $200,000,000 and/or 175,000,000; (b) term loans the Borrower shall not previously have reduced the Aggregate Commitment; and (c) the Borrower shall not be issued hereunder (entitled to make such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable request more than twice. Such request shall be made in a written notice given to the Administrative Agent in an aggregate principal and the Lenders by the Borrower not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a "Commitment Increase Notice") shall specify the amount up to $200,000,000; provided, however, that (i) no such increase shall cause of the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an proposed increase in the Aggregate Commitment or issuance and the proposed effective date of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consentsuch increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment or issuance of Term Loans, Commitment. No Lender shall have any financial institution selected by the Borrower and the Arranger, and reasonably acceptable obligation to the Agent, may become a Lender or increase its Commitment pursuant to a Commitment Increase Notice. On or issue such Term Loans and may set prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount of by which it is willing to increase its Commitment or Term Loan, as applicable, at in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a level agreed "Lender Increase Notice"). Any Lender which does not submit a Lender Increase Notice to by the Borrower and Administrative Agent prior to the Agentexpiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Borrower in the Commitment Increase Notice, the Administrative Agent and the Arranger shall have the right, in consultation with the Borrower, to allocate the amount of increases necessary to meet the Borrower's Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Borrower, not later than three (3) Business Days prior to the proposed effective date the Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a "Lender" party hereto (a "Proposed New Lender") in connection with the Commitment Increase Notice. Any Proposed New Lender shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld). If the Borrower shall not have arranged any Proposed New Lender(s) to commit to the shortfall (if any) from the Lender Increase Notices, then the Borrower shall have the option to reduce the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices or to withdraw its Commitment Increase Notice. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Borrower and one the Lenders on or more before the Business Day immediately prior to the proposed effective date of the Lenders amount of each Lender's and Proposed New Lenders' Commitment (or other financial institutionsthe "Effective Commitment Amount") and the amount of the Aggregate Commitment, which amount shall agree upon such an be effective on the following Business Day. Any increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as subject to the Agent shall consider reasonably appropriate and following conditions precedent: (iiA) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require have obtained the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.thereto

Increase of Aggregate Commitment. Subject So long as no Default or Unmatured Default exists or would result therefrom, the Company may, from time to Section 2.5 and the other terms and conditions time, by means of this Agreement, at any time prior a letter delivered to the Facility Termination Date, Administrative Agent substantially in the Borrower may, on the terms set forth belowform of Exhibit E, request that the Aggregate Commitment be increased by (a) increasing the Aggregate Commitment hereunder be increased by an amount up of one or more Lenders that have agreed to $200,000,000 such increase and/or (b) term loans be issued hereunder adding one or more commercial banks or other Persons (such term loans being each an “Term LoansAdditional Lender”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent as a party hereto with a Commitment in an aggregate principal amount up agreed to $200,000,000by any such Additional Lender; provided, however, provided that (i) no the aggregate amount of all such increase increases during the term of this Agreement shall cause the Aggregate Commitment plus all Term Loans to not exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans50,000,000, (ii) any such increase shall be in an amount equal to $25,000,000 or a higher integral multiple of $5,000,000 and (iii) no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which shall not be unreasonably withheld). Any increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment pursuant to this Section 2.5.4 shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In effective three Business Days after the event of such a requested date on which the Administrative Agent has received and accepted the applicable increase letter in the Aggregate Commitment or issuance form of Term Loans, any financial institution selected by Annex 1 to Exhibit E (in the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount case of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit E (in the case of the addition of an Additional Lender). The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitment and/or issuance pursuant to this Section 2.5.4 and of Term Loans (i) the Borrower, the Agent and Commitment of each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such thereto. The parties hereto agree that, in connection with any increase in the amount of the Aggregate Commitment, the Borrowers and the delivery of certificatesAdministrative Agent may agree on procedures pursuant to this Section 2.5.4, evidence of corporate authority and legal opinions on behalf such as phasing in funding of the Borrower), this Agreement shall be deemed amount of the increased or new Commitment of an increasing Lender or Additional Lender to be amended accordingly. All such additional Commitments minimize breakage costs so long as procedures are also in place to cause each increasing Lender and Term Loans shall be secured equally and ratably with Additional Lender to purchase assignments or participations in amounts necessary to have their Pro Rata Shares of the other Loans hereunderAggregate Outstanding Credit Exposure upon acceleration of the Loans.

Increase of Aggregate Commitment. Subject So long as no Default or Unmatured Default exists or would result therefrom, the Company may, from time to Section 2.5 and the other terms and conditions time, by means of this Agreement, at any time prior a letter delivered to the Facility Termination Date, Administrative Agent substantially in the Borrower may, on the terms set forth belowform of Exhibit E, request that the Aggregate Commitment be increased by (a) increasing the Aggregate Commitment hereunder be increased by an amount up of one or more Lenders that have agreed to $200,000,000 such increase and/or (b) term loans be issued hereunder adding one or more commercial banks or other Persons (such term loans being each an “Term LoansAdditional Lender”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent as a party hereto with a Commitment in an aggregate principal amount up agreed to $200,000,000by any such Additional Lender; provided, however, provided that (i) no the aggregate amount of all such increase increases during the term of this Agreement shall cause the Aggregate Commitment plus all Term Loans to not exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans200,000,000, (ii) any such increase shall be in an amount equal to $25,000,000 or a higher integral multiple of $5,000,000 and (iii) no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which shall not be unreasonably withheld). Any increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment pursuant to this Section 2.5.4 shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In effective three Business Days after the event of such a requested date on which the Administrative Agent has received and accepted the applicable increase letter in the Aggregate Commitment or issuance form of Term Loans, any financial institution selected by Annex 1 to Exhibit E (in the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount case of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit E (in the case of the addition of an Additional Lender). The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitment and/or issuance pursuant to this Section 2.5.4 and of Term Loans (i) the Borrower, the Agent and Commitment of each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such thereto. The parties hereto agree that, in connection with any increase in the amount of the Aggregate Commitment, the Borrowers and the delivery of certificatesAdministrative Agent may agree on procedures pursuant to this Section 2.5.4, evidence of corporate authority and legal opinions on behalf such as phasing in funding of the Borrower), this Agreement shall be deemed amount of the increased or new Commitment of an increasing Lender or Additional Lender to be amended accordingly. All such additional Commitments minimize breakage costs so long as procedures are also in place to cause each increasing Lender and Term Loans shall be secured equally and ratably with Additional Lender to purchase assignments or participations in amounts necessary to have their Pro Rata Shares of the other Loans hereunderAggregate Outstanding Credit Exposure upon acceleration of the Loans.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at At any time prior to the Facility Termination Date, the Borrower may, on the terms set forth below, request that the Aggregate Commitment hereunder be increased; provided, that (ai) the Aggregate Commitment hereunder be increased by an amount up to at no time shall exceed $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans550,000,000, (ii) the Combined Commitment at no time shall exceed $1,100,000,000, (iii) each such request shall be in a minimum amount of at least $10,000,000 and in increments of $5,000,000 in excess thereof, (iv) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom continuing, (v) each Lender shall be offered a pro rata share of any requested increase prior to the Borrower, the Administrative Agent and the Syndication Agents inviting any additional financial institutions to become a Lender hereunder, and (iiivi) no Lender’s 's Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, increased under this Section 2.21 2.9(d) without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term LoansCommitment, any financial institution selected by which the Borrower Borrower, the Administrative Agent and the Arranger, and reasonably acceptable Syndication Agents invite to the Agent, may become a Lender or to increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower Borrower, the Administrative Agent and the AgentSyndication Agents. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Administrative Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicableCommitments, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Administrative Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Syndicated Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Administrative Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Administrative Agent administering the reallocation of any outstanding Revolving Syndicated Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at (A) At any time prior to the Facility Termination Datetime, the Borrower may, on Company may arrange (in consultation with the terms set forth below, request that (aAgent) for the Aggregate Commitment hereunder to be increased by an aggregate amount of up to $200,000,000 and/or (b) term loans be issued hereunder (250,000,000 without the prior written consent of any Banks not participating in such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000increase; provided, however, that (i) no any such increase shall cause be in a minimum aggregate principal amount of $50,000,000 or any larger multiple of $1,000,000 and (ii) the Aggregate Commitment plus all Term Loans shall at no time exceed $2,250,000,000. The Company shall provide notice of such proposed increase in a written notice to exceed the Agent and the Banks not less than twenty (x20) $625,000,000 minus Domestic Business Days prior to the proposed effective date of such increase, which notice (ya "Commitment Increase Notice") any reduction in shall specify the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect amount of any Term Loans, (ii) an the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. No Bank shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice, and the Company shall not be required to offer any Bank an opportunity to participate in the requested increase. (B) Not later than three (3) Domestic Business Days prior to the proposed effective date, the Company shall notify the Agent of (i) any existing Bank (each, a "Proposed Increase Bank") that shall have agreed to increase its Commitment in connection with such Commitment Increase Notice and (ii) any financial institution that shall have agreed to become a "Bank" party hereto (each, a "Proposed New Bank") in connection with such Commitment Increase Notice. Each Proposed Increase Bank and Proposed New Bank, and the allocation of the proposed increase in the Aggregate Commitment, shall be subject to the consent of the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld). If the Company shall not have arranged for existing Banks and Proposed New Banks to commit to increases in their Commitment or issuance new Commitments, as applicable, in an aggregate amount equal to the proposed increase in the Aggregate Commitment, then the Company shall be deemed to have reduced the amount of Term Loans hereunder may only its Commitment Increase Notice to the aggregate amount of such increases and new Commitments. The Agent shall notify the Company and the Banks on or before the Domestic Business Day immediately prior to the proposed effective date of the amount of each Proposed Increase Bank's incremental and aggregate commitment and each Proposed New Bank's Commitment (the "Effective Commitment Amount") and the amount of the Aggregate Commitment, which amount shall be effective on the following Domestic Business Day. (C) Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (i) the Company shall have reaffirmed its guarantee of the obligations of Masco Europe, such reaffirmation to be in writing and in form and substance reasonably satisfactory to the Agent, (ii) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties shall be true and correct in all material respects as though made at on such date (unless any such representation and warranty is made as of a time when specific date, in which case, such representation and warranty shall be true and correct in all material respects as of such date) and no Default or Unmatured Event of Default shall have occurred and then be continuing or would result therefrom and continuing, (iii) no the Borrowers, the Agent, the Swingline Lender’s , the Issuing Bank and each Proposed New Bank or Proposed Increase Bank shall have executed and delivered a Commitment and Acceptance ("Commitment and Acceptance") substantially in the form of Exhibit G hereto, (iv) the Borrowers and any Proposed New Bank shall otherwise have executed and delivered such other instruments, documents and agreements as the Agent shall have reasonably requested in connection with such increase, and (v) any Proposed New Bank shall have completed and submitted to the Agent an Administrative Questionnaire. If any fee shall be increasedcharged by the Banks and is agreed to by the Company in connection with any such increase, nor such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Agent to the Company. Upon satisfaction of the conditions precedent to any Lender have any commitment to make any Term Loanincrease in the Aggregate Commitment, under this Section 2.21 without its consent. In the event Agent shall promptly advise the Company and each Bank of the effective date of such a requested increase. Upon the effective date of any increase in the Aggregate Commitment that is provided by a Proposed New Bank, such Proposed New Bank shall be a party to this Agreement as a Bank and shall have the rights and obligations of a Bank hereunder. Nothing contained herein shall constitute, or issuance otherwise be deemed to be, a commitment on the part of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable Bank to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, hereunder at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders any time. (or other financial institutionsD) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, Commitment and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitationAcceptance, the Agent administering the reallocation of shall reallocate any outstanding Revolving Loans ratably among the Lenders with Commitments Banks after giving effect to each such increase in the Aggregate Commitment; provided, that the Borrowers hereby agree to compensate each Bank for all losses, expenses and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All liabilities incurred by such additional Commitments and Term Loans shall be secured equally and ratably Bank in connection with the other sale and assignment of any Eurocurrency Loans hereunderhereunder on the terms and in the manner as set forth in Section 2.12.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at 2.22.1 At any time subsequent to the Closing Date and prior to the Facility Revolving Credit Termination Date, the Borrower mayshall have the right to request, on in consultation with the terms set forth belowAgent, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase effectuate increases in the Aggregate Commitment without the consent of any Lender other than a Lender that is increasing its Commitment in connection with such request, which such Lender can be an existing Lender or issuance a New Lender that is an Eligible Assignee, and in the case such request is made to any new Lender, the Agent, the Swing Line Lender and all LC Issuers (which consent in the case of Term Loans hereunder may only the Agent, the Swing Line Lender and the LC Issuers shall not be made at unreasonably withheld or delayed); provided that (A) no Lender shall have any obligation to increase its Commitment, (B) unless the Agent otherwise consents, each such requested increase shall be in a time when minimum principal amount of $15,000,000 or, if less, the remaining amount permitted pursuant to clause (C) below, (C) in no event shall the aggregate amount of all such increases result in the Aggregate Commitment exceeding $600,000,000, (D) as of the date of such proposed increase, no Default or Unmatured Default shall have occurred and be continuing or would result therefrom from the proposed increase and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiE) the Borrower shall furnish, if requested, a new Note have obtained all necessary corporate authorizations and governmental approvals in order to each financial institution that is extending a new Commitment effect such increase. 2.22.2 The Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Agent within ten (10) Business Days (or Term Loan or increasing its Commitment. No such amendment shall require longer period of time which may be agreed upon by the approval or consent Agent and the Borrower and communicated to the Lenders) from the date of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among notice to the Lenders with Commitments after giving effect whether or not it agrees to each increase its Commitment and, if so, by what amount. Any Lender not responding within such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower of the Lenders’ responses to each request made hereunder. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in the form attached hereto as Exhibit D. 2.22.3 The Aggregate Outstanding Credit Exposure will be amended accordingly. All reallocated on the effective date of such additional Commitments increase among the Lenders in accordance with their revised Pro Rata Shares (and Term Loans the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall be secured equally pay any and ratably all costs required pursuant to Section 3.4 in connection with the other Loans hereundersuch reallocation as if such reallocation were a repayment).

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at At any time prior to the Facility Termination Date, the Borrower may, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 300,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000300,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iiiii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the AgentAgent and, with respect to any increase in the Aggregate Commitment, the Arrangers and the LC Issuers (such consent not to be unreasonably withheld or delayed), may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at 2.22.1 At any time subsequent to the Closing Date and prior to the Facility Revolving Credit Termination Date, the Borrower mayshall have the right to request, on in consultation with the terms set forth belowAgent, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase effectuate increases in the Aggregate Commitment without the consent of any Lender other than a Lender that is increasing its Commitment in connection with such request, which such Lender can be an existing Lender or issuance a New Lender that is an Eligible Assignee, and in the case such request is made to any new Lender, the Agent, the Swing Line Lender and all LC Issuers (which consent in the case of Term Loans hereunder may only the Agent, the Swing Line Lender and the LC Issuers shall not be made at unreasonably withheld or delayed); provided that (A) no Lender shall have any obligation to increase its Commitment, (B) unless the Agent otherwise consents, each such requested increase shall be in a time when minimum principal amount of $15,000,000 or, if less, the remaining amount permitted pursuant to clause (C) below, (C) in no event shall the aggregate amount of all such increases result in the Aggregate Commitment exceeding $600,000,000, (D) as of the date of such proposed increase, no Default or Unmatured Default shall have occurred and be continuing or would result therefrom from the proposed increase and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiE) the Borrower shall furnish, if requested, a new Note have obtained all necessary corporate authorizations and governmental approvals in order to each financial institution that is extending a new Commitment effect such increase. 2.22.2 The Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Agent within ten (10) Business Days (or Term Loan or increasing its Commitment. No such amendment shall require longer period of time which may be agreed upon by the approval or consent Agent and the Borrower and communicated to the Lenders) from the date of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among notice to the Lenders with Commitments after giving effect whether or not it agrees to each increase its Commitment and, if so, by what amount. Any Lender not responding within such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower of the Lenders’ responses to each request made hereunder. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in the form attached hereto as Exhibit D. 2.22.3 The Aggregate Outstanding Credit Exposure will be amended accordingly. All reallocated on the effective date of such additional Commitments increase among the Lenders in accordance with their revised Pro Rata Shares (and Term Loans the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall be secured equally pay any and ratably with the other Loans hereunder.all costs required pursuant to

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at (a) At any time prior to the Facility Termination Maturity Date, the Borrower mayshall have the ability from time to time, on in consultation with the terms set forth belowAdministrative Agent, to request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance (each, a “Commitment Increase”); provided that (i) no Lender shall have any obligation to participate in any Commitment Increase, (ii) in no event shall the aggregate amount of Term Loans hereunder may only all Commitment Increases exceed $100,000,000, (iii) each such Commitment Increase shall be made at in a time when minimum principal amount of $25,000,000 and $10,000,000 increments in excess thereof, (iv) no Default or Unmatured Event of Default shall have occurred and be continuing or would result therefrom and from the proposed Commitment Increase, (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiv) the Borrower shall furnish, if requested, a new Note have delivered to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No the Administrative Agent such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution documents and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans certificates (including, without limitation, resolutions) as reasonably requested by the Agent administering the reallocation Administrative Agent, and (vi) each outstanding Syndicated Letter of any outstanding Revolving Loans ratably among the Lenders with Commitments after Credit shall have been exchanged for a new Syndicated Letter of Credit or amended, in each case giving effect to each the Commitment Increase. (b) The Administrative Agent shall promptly give notice of any requested increase to the Lenders. Each Lender shall notify the Administrative Agent within five (5) Business Days (or such increase in longer period of time as may be agreed upon by the Aggregate Commitment, Administrative Agent and the Borrower and communicated to the Lenders) from the date of delivery of certificatessuch notice to the Lenders whether or not it agrees to increase its Revolving Credit Commitment and, evidence of corporate authority and legal opinions on behalf of the Borrower)if so, this Agreement by what maximum amount. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. The Administrative Agent shall notify the Borrower of the Lenders’ responses to the requested increase. The Borrower may also invite additional Eligible Assignees which meet the requirements set forth in Section 13.10(b) to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. (c) Upon the completion of each Commitment Increase, (i) entries in the Register will be amended accordingly. All such additional revised to reflect the revised Revolving Credit Commitments and Term Loans Revolving Credit Commitment Percentages of each of the Lenders (including each new Lender) and (ii) the outstanding Revolving Credit Loans, Syndicated L/C Obligations and Fronted L/C Obligations will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Revolving Credit Commitment Percentages and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall be secured equally pay any and ratably all costs required pursuant to Section 4.9 in connection with the other Loans hereundersuch reallocation as if such reallocation were a repayment.

Increase of Aggregate Commitment. Subject The Company at its option may, from time to time, seek to (i) request one or more term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) and/or (ii) increase the Aggregate Commitment (each such increase, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”) by up to an aggregate amount of $500,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such Incremental Facility (which shall not be less than $25,000,000) and shall certify that no Default or Unmatured Default has occurred and is continuing. After delivery of such notice, the Company, in consultation with the Administrative Agent, may offer the Incremental Facility (which may be declined by any Lender in its sole discretion) 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 Issuers (in the case of an Incremental Revolving Commitment) and the Company. No Incremental Facility shall become effective until the existing or new Lenders extending such Incremental Facility and the Company shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent and the Company 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 lender hereunder, as applicable, (iii) the Company accepts such Incremental Facility, (iv) the effective date of any Incremental Facility is specified by the Company and the lenders providing or increasing their respective commitments in respect of such Incremental Facility and (v) the Company certifies that on such date the conditions for a new Loan set forth in Section 2.5 4.2 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 Loans hereunder, except that (A) the Company and the Administrative Agent may amend this Agreement and the other terms Loan Documents to implement such mechanical and conditions conforming changes as the Company and the Administrative Agent deem appropriate, (B) the maturity date of this Agreement, at any time prior to Incremental Term Loan shall be no earlier than the Facility Termination Date, (C) the Borrower mayinterest rate margins and other economic terms, amortization schedule, prepayment terms, borrower and currency applicable to any Incremental Term Loan shall be determined by the Company and the lenders thereunder and (D) the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants or other provisions applicable only to periods after the Facility Termination Date. 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 each Borrower, each lender under such Incremental Term Loan and the Administrative Agent, in 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 Company, to effect the provisions of this Section. 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 Commitment, of an interest in each then outstanding Loan (in each case, on the terms and conditions set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 Assignment and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (iiAssumption) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower Swingline Exposure and LC Exposure of the existing and new revolving Lenders shall furnishbe automatically adjusted such that, if requestedafter giving effect to such assignments and adjustments, a new Note all Outstanding Credit Exposure hereunder is held ratably by the revolving Lenders in proportion to each financial institution that is extending a new Commitment or Term their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and facility and Letter of Credit fees relating to such principal amount. Payments received by assigning revolving Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan or increasing its Commitmentshall, for purposes of Section 3.3, be deemed prepayments of such Loan. Any Incremental Facility pursuant to this Section shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such (other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among than the Lenders with Commitments after giving effect agreeing to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement new or increased commitments) shall be deemed required for any Incremental Facility provided or Loan made pursuant to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunderthis Section 2.5.3.

Increase of Aggregate Commitment. Subject (a) The Borrower may from time to Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date, the Borrower maytime, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by to an amount up not to exceed $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000250,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only shall be made (i) at a time when no a Default or Unmatured Default shall have occurred and be continuing continuing, or would result therefrom and (iiiii) no Lender’s at any time after the Aggregate Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. has been reduced. (b) In the event of such a requested increase in the Aggregate Commitment, then the Borrower shall consult with the Agent and the Arranger as to the number, identity and requested Commitments of financial institutions (which may or may not then be Lenders) which the Arranger may invite to participate in the Commitments. (c) No Lender shall have any obligation to increase its Commitment or issuance of Term Loans, any financial institution selected pursuant to a request by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. hereunder. (d) In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicableCommitments, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under of this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the each Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions condition as the Agent may reasonably specify upon the request of the financial institutions that are increasing or extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the BorrowerBorrowers), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.

Increase of Aggregate Commitment. Subject The Borrowers may from time to Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date, the Borrower may, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by to an amount up to which does not exceed $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000500,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Event of Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consenttherefrom. In the event of such a requested increase in the Aggregate Commitment, each of the Banks shall be given the opportunity to participate in the increased Aggregate Commitment or issuance of Term Loans, any financial institution selected by (x) initially ratably in the Borrower and the Arranger, and reasonably acceptable proportion that its Commitment bears to the Agent, may become a Lender or increase its Aggregate Commitment or issue such Term Loans and may set (y) to the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event extent that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an requested increase in the Aggregate Commitment and/or issuance of Term Loans is not fulfilled pursuant to the preceding clause, in such additional amounts as any Bank, including any new Bank (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a which new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans Bank shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as subject to the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate CommitmentAgent's prior written approval), and the delivery of certificates, evidence of corporate authority and legal opinions on behalf Borrowers agree. No Bank shall have any obligation to increase its Commitment pursuant to a request by the Borrowers hereunder. Voluntary reductions of the Borrower), Aggregate Commitment under Section 2.2 shall not be impacted by the terms of this Agreement Section 2.10 and the aggregate amount by which the Aggregate Commitment was reduced pursuant to Section 2.2 shall not be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunderreinstated as a result of any increase under this Section 2.10.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date, the Borrower may, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 100,000,000 and/or (b) term loans be issued hereunder (such term loans being “"Term Loans”") on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000100,000,000; providedPROVIDED, howeverHOWEVER, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus 325,000,000 MINUS (y) any reduction in the Commitments under Section Sections 2.2 or 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s 's Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by which the Borrower and the Arranger, and reasonably acceptable Agent invite to the Agent, may become a Lender or to increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at (a) At any time prior to the Facility Termination Maturity Date, the Borrower mayshall have the ability from time to time, on in consultation with the terms set forth belowAdministrative Agent, to request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance (each, a “Commitment Increase”); provided that (i) no Lender shall have any obligation to participate in any Commitment Increase, (ii) in no event shall the aggregate amount of Term Loans hereunder may only all Commitment Increases exceed $100,000,000, (iii) each such Commitment Increase shall be made at in a time when minimum principal amount of $25,000,000 and $10,000,000 increments in excess thereof, (iv) no Default or Unmatured Event of Default shall have occurred and be continuing or would result therefrom and from the proposed Commitment Increase, (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiv) the Borrower shall furnish, if requested, a new Note have delivered to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No the Administrative Agent such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution documents and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans certificates (including, without limitation, resolutions) as reasonably requested by the Agent administering the reallocation Administrative Agent, and (vi) each outstanding Syndicated Letter of any outstanding Revolving Loans ratably among the Lenders with Commitments after Credit shall have been exchanged for a new Syndicated Letter of Credit or amended, in each case giving effect to each the Commitment Increase. (b) The Administrative Agent shall promptly give notice of any requested increase to the Lenders. Each Lender shall notify the Administrative Agent within five (5) Business Days (or such increase in longer period of time as may be agreed upon by the Aggregate Commitment, Administrative Agent and the Borrower and communicated to the Lenders) from the date of delivery of certificatessuch notice to the Lenders whether or not it agrees to increase its Revolving Credit Commitment and, evidence of corporate authority and legal opinions on behalf of the Borrower)if so, this Agreement by what maximum amount. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. The Administrative Agent shall notify the Borrower of the Lenders’ responses to the requested increase. The Borrower may also invite additional Eligible Assignees which meet the requirements set forth in Section 13.10(b) to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. (c) Upon the completion of each Commitment Increase, (i) entries in the Register will be amended accordingly. All such additional revised to reflect the revised Revolving Credit Commitments and Term Loans Revolving Credit Commitment Percentages of each of the Lenders (including each new Lender) and (ii) the outstanding Revolving Credit Loans, Syndicated L/C Obligations and Fronted L/C Obligations will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Revolving Credit Commitment Percentages and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall be secured equally pay any and ratably all costs required pursuant to Section 4.9 in connection with the other Loans hereunder.such reallocation as if such reallocation were a repayment. ARTICLE III LETTER OF CREDIT FACILITY

Increase of Aggregate Commitment. (a) Subject to the conditions set forth in Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date2.21(b), the Borrower may, on the terms set forth belowone or more occasions, request that (a) increase the Aggregate Commitment hereunder be increased then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender or by causing a Person that at such time is not a Lender to become a Lender and have a Commitment (an amount up to $200,000,000 and/or “Additional Lender”). (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an Any increase in the Aggregate Commitment or issuance shall be subject to the following additional conditions: (i) such increase shall not be less than $50,000,000 (and increments of Term Loans hereunder may only be made at a time when $10,000,000 above that minimum) unless the Administrative Agent otherwise consents; provided that the aggregate amount of Incremental Increases shall not exceed $200,000,000; (ii) as of the effective date of such Incremental Increase, no Default or Unmatured Event of Default shall have occurred and be continuing or would result therefrom immediately after giving effect to such increase and the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such effective date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such increase such representations and warranties shall be true and correct in all material respects as of such specified earlier date; (iii) no Lender’s Commitment may be increased without the consent of such Lender; (iv) the Administrative Agent and each Issuing Lender must consent to the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed; (v) the increase shall be increasedon the exact same terms and pursuant to the exact same documentation applicable to this Agreement; (vi) receipt by the Administrative Agent of (A) board resolutions and officers’ certificates consistent with those delivered on the Closing Date and (B) reaffirmation agreements and/or such amendments to the Collateral Documents, nor shall any Lender have any commitment in each case, as may be reasonably requested by the Administrative Agent in order to make any Term Loan, under this Section 2.21 without its consent. In ensure that such incremental indebtedness is provided with the event benefit of the applicable Loan Documents; and (vii) on the effective date of such increase, no Eurodollar Advances shall be outstanding or if any Eurodollar Advances are outstanding, then the effective date of such increase shall be the last day of the Eurodollar Interest Period in respect of such Eurodollar Advance unless the Borrower pays compensation required pursuant to Section 3.3. (c) With the consent of the Lenders providing an Incremental Increase, the Borrower, and to the extent applicable, the Administrative Agent and the Issuing Lender(s) (and without the consent of any other Lenders), the Loan Documents may be amended or supplemented in a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected writing (which may be executed and delivered by the Borrower and the Arranger, and reasonably acceptable to the Administrative Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase substantially in the Aggregate Commitment and/or issuance form of Term Loans (i) the Borrower, the Agent Exhibit E to reflect any changes necessary to give effect to such Incremental Increase and each make any Additional Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment party to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and satisfaction of the conditions of this Agreement, at any time prior to the Facility Termination Date, the Borrower may, on the terms precedent set forth belowin Section 6 hereof: 4.1 Each undersigned Increase Lender (each, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term LoansIncreasing Lender”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that has agreed (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set under the Credit Agreement effective as of the Eighth Amendment Effective Date to the amount of its Commitment or Term Loan, as applicable, at a level agreed to by set forth opposite such Increasing Lender’s name on Annex I attached hereto under the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate caption “Commitment” and (ii) that it shall continue to be a party in all respects to the Borrower shall furnish, if requested, a new Note Credit Agreement and the other Loan Documents pursuant to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request Section 2.10(a)(viii) of the financial institutions Credit Agreement. 4.2 The undersigned Additional Lender has agreed (i) to provide its Commitment under the Credit Agreement effective as of the Eighth Amendment Effective Date to the amount set forth opposite such Additional Lender’s name on Annex I attached hereto under the caption “Commitment” and (ii) that are extending new Commitments and/or making Term Loans (includingit shall, without limitationas of the Eighth Amendment Effective Date, be deemed a party in all respects to the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, Credit Agreement and the delivery of certificates, evidence of corporate authority and legal opinions on behalf other Loan Documents pursuant to Section 2.10(a)(viii) of the Borrower), Credit Agreement. 4.3 The parties hereto hereby agree that this Agreement Eighth Amendment shall be deemed to constitute a Commitment Increase Certificate for purposes of Section 2.10(a)(v) of the Credit Agreement and an Additional Lender Certificate for purpose of Section 2.10(a)(vi) of the Credit Agreement. 4.4 On the Eighth Amendment Effective Date, Annex I to the Credit Agreement will be amended accordingly. All replaced in its entirety with Annex I attached hereto pursuant to Section 2.10(a)(viii)(B). 4.5 The parties hereto hereby agree the outstanding Revolving Loans, Swingline Loans and LC Exposure will be reallocated by the Administrative Agent on the Eighth Amendment Effective Date among the Lenders (including the Additional Lender and the Exiting Lenders (as defined below)), in accordance with their revised Applicable Percentages (or in the case of each Exiting Lender, adjusted to equal $0.00), and the Lenders (including the Additional Lender, but excluding the Exiting Lenders) shall make all payments and adjustments necessary to effect such reallocation. 4.6 Each Lender (including, for the avoidance of doubt, each undersigned Lender that is not increasing its Commitment pursuant to Section 4.1 above and each Exiting Lender) hereby agrees that the Borrower shall not be required to make any break-funding payments which may otherwise be required under Section 5.02 of the Credit Agreement solely resulting from the increase in the Commitments effected pursuant to this Eighth Amendment; provided, that the Lenders’ waiver of such break-funding payments set forth in this Section 4.6 is a limited, one-time waiver, and nothing contained herein shall obligate the Administrative Agent or any Lender to grant any additional Commitments and Term Loans shall be secured equally and ratably or future waiver with respect to, or in connection with, any provision of the Credit Agreement or any other Loans hereunderLoan Document.

Increase of Aggregate Commitment. Subject So long as no Default or Unmatured Default exists or would result therefrom, the Company may, from time to Section 2.5 and the other terms and conditions time, by means of this Agreement, at any time prior a letter delivered to the Facility Termination Date, Administrative Agent substantially in the Borrower may, on the terms set forth belowform of Exhibit F, request that (a) the Aggregate Commitment hereunder be increased by an amount to up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that 750,000,000 by (i) no increasing the Commitment of one or more Lenders that have agreed to such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, and/or (ii) adding one or more commercial banks or other Persons (each an “Additional Lender”) as a party hereto with a Commitment in an amount agreed to by any such Additional Lender; provided that no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which shall not be unreasonably withheld). Any increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment pursuant to this Section 2.5.4 shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In effective three Business Days after the event of such a requested date on which the Administrative Agent has received and accepted the applicable increase letter in the Aggregate Commitment or issuance form of Term Loans, any financial institution selected by Annex 1 to Exhibit F (in the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount case of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit F (in the case of the addition of an Additional Lender). The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitment and/or issuance pursuant to this Section 2.5.4 and of Term Loans (i) the Borrower, the Agent and Commitment of each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such thereto. The parties hereto agree that, in connection with any increase in the amount of the Aggregate Commitment, the Borrowers and the delivery of certificatesAdministrative Agent may agree on procedures pursuant to this Section 2.5.4, evidence of corporate authority and legal opinions on behalf such as phasing in funding of the Borrower), this Agreement shall be deemed amount of the increased or new Commitment of an increasing Lender or Additional Lender to be amended accordingly. All such additional Commitments minimize breakage costs so long as procedures are also in place to cause each increasing Lender and Term Loans shall be secured equally and ratably with Additional Lender to purchase assignments or participations in amounts necessary to have their Pro Rata Shares of the other Loans hereunderAggregate Outstanding Credit Exposure upon acceleration of the Loans.

Increase of Aggregate Commitment. Subject (a) Provided there exists no Default and the Borrower shall not have previously terminated the Aggregate Commitment pursuant to Section 2.5 and the other terms and conditions of this Agreement2.04, at any time prior upon notice to the Facility Termination DateAdministrative Agent (which shall promptly notify the Lenders), the Borrower may, on the terms set forth belowmay from time to time, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment by an amount (for all such requests) not exceeding $25,000,000. 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 days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or issuance 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 Term Loans hereunder may only be made at a such requested increase. Any Lender not responding within such time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment period shall be increased, nor deemed to have declined to increase its Commitment. The Administrative Agent shall any notify the Borrower and each Lender have any commitment of the Lenders’ responses to make any Term Loan, under this Section 2.21 without its consenteach request made hereunder. In To achieve the event full amount of such a requested increase increase, the Borrower may also invite one or more Persons who then qualify as Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitment or issuance is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of Term Loans, any financial institution selected by such increase. The Administrative Agent shall promptly notify the Borrower and the ArrangerLenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, and reasonably acceptable the Borrower shall deliver to the AgentAdministrative Agent a certificate of the Borrower dated as of the Increase Effective Date, may become executed by a Lender or increase its Commitment or issue such Term Loans Responsible Officer of the Borrower (i) certifying and may set attaching the amount of its Commitment or Term Loan, as applicable, at a level agreed to resolutions adopted by the Borrower and the Agent. In the event that the Borrower and one approving or more of the Lenders (or other financial institutions) shall agree upon consenting to such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrowerincrease, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnishcertifying that, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution before and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase increase, (A) the representations and warranties contained in Article V are true and correct in all material respects on and as of the Aggregate CommitmentIncrease Effective Date, 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 2.12, the delivery of certificates, evidence of corporate authority representations and legal opinions on behalf of the Borrower), this Agreement warranties contained in Subsections 5.05(a) and 5.05(b) shall be deemed to be amended accordinglyrefer to the most recent statements furnished pursuant to Subsections 6.01(a), 6.01(b), 6.01(c) and 6.01(d), respectively and (B) no Default exists. All On the Increase Effective Date following any such additional Commitments and Term Loans increase undertaken pursuant to the provisions of this Section 2.12, the Pro Rata Share of each Lender shall be secured equally and ratably adjusted (as so adjusted, the “Adjusted Pro Rata Share”) so as to reflect the amount of each Lender’s Commitment relative to the Aggregate Commitment of all Lenders as in effect immediately following such increase (as so adjusted, the “Adjusted Pro Rata Share”) and, immediately after giving effect to such adjustments any Loans then outstanding shall be reallocated among the Lenders if such reallocation shall be necessary in order to keep the outstanding Loans ratable with the other Loans hereunderAdjusted Pro Rata Shares. (c) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Increase of Aggregate Commitment. (a) Subject to the conditions set forth in Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date2.21(b), the Borrower may, on the terms set forth belowone or more occasions, request that (a) increase the Aggregate Commitment hereunder be increased then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender or by causing a Person that at such time is not a Lender to become a Lender and have a Commitment (an amount up to $200,000,000 and/or “Additional Lender”). (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an Any increase in the Aggregate Commitment or issuance shall be subject to the following additional conditions: (i) such increase shall not be less than $10,000,000 (and increments of Term Loans hereunder may only be made at a time when $10,000,000 above that minimum) unless the Administrative Agent otherwise consents; provided that the aggregate amount of Incremental Increases shall not exceed $50,000,000; (ii) as of the effective date of such Incremental Increase, no Default or Unmatured Event of Default shall have occurred and be continuing or would result therefrom immediately after giving effect to such increase and the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such effective date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such increase such representations and warranties shall be true and correct in all material respects as of such specified earlier date; (iii) no Lender’s Commitment may be increased without the consent of such Lender; (iv) the Administrative Agent and each Issuing Lender must consent to the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed; (v) the increase shall be increasedon the exact same terms and pursuant to the exact same documentation applicable to this Agreement; (vi) receipt by the Administrative Agent of (A) board resolutions and officers’ certificates consistent with those delivered on the Closing Date and (B) reaffirmation agreements and/or such amendments to the Collateral Documents, nor shall any Lender have any commitment in each case, as may be reasonably requested by the Administrative Agent in order to make any Term Loan, under this Section 2.21 without its consent. In ensure that such incremental indebtedness is provided with the event benefit of the applicable Loan Documents; and (vii) on the effective date of such increase, no EurodollarTerm Benchmark Advances shall be outstanding or if any EurodollarTerm Benchmark Advances are outstanding, then the effective date of such increase shall be the last day of the Eurodollar Interest Period in respect of such EurodollarTerm Benchmark Advance unless the Borrower pays compensation required pursuant to Section 3.3. (c) With the consent of the Lenders providing an Incremental Increase, the Borrower, and to the extent applicable, the Administrative Agent and the Issuing Lender(s) (and without the consent of any other Lenders), the Loan Documents may be amended or supplemented in a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected writing (which may be executed and delivered by the Borrower and the Arranger, and reasonably acceptable to the Administrative Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase substantially in the Aggregate Commitment and/or issuance form of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment Exhibit E to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth reflect any changes necessary to give effect to such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans Incremental Increase (including, without limitationfor the avoidance of doubt, the Agent administering the reallocation of amendments to Schedule 1 to reflect such Incremental Increase) and make any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect Additional Lender a party to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunderAgreement.

Increase of Aggregate Commitment. Subject The Company at its option may, from time to Section 2.5 and the other terms and conditions of this Agreementtime, at any time prior seek to the Facility Termination Date(i) request one or more term loans (each an “Incremental Term Loan” and, collectively, the Borrower may, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Incremental Term Loans”) on terms and conditions and/or (including, without limitation, pricing, amortization, prepayment and related interest rate hedgingii) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Revolving Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in each such increase, an “Incremental Revolving Commitment” and, together with the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Incremental Term Loans, the “Incremental Facilities”) by up to an aggregate amount of $500,000,000for all Incremental Facilities after the Second Amendment Effective Date of $300,000,000 upon at least three (ii3) an increase in Business Days’ prior written notice to the Aggregate Commitment or issuance Administrative Agent, which notice shall specify the amount of Term Loans hereunder may only any such Incremental Facility (which shall not be made at a time when less than $25,000,000) and shall certify that no Default or Unmatured Default shall have has occurred and is continuing. After delivery of such notice, the Company, in consultation with the Administrative Agent, may offer the Incremental Facility (which may be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall declined by any Lender have any commitment in its sole discretion) on either a ratable basis to make any Term Loan, under this Section 2.21 without its consent. In the event of such Lenders or on a requested increase in the Aggregate Commitment non pro-rata basis to one or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and more Lenders and/or to other lenders or entities reasonably acceptable to the Administrative Agent, may the Issuers (in the case of an Incremental Revolving Commitment) and the Company. No Incremental Facility shall become effective until the existing or new Lenders extending such Incremental Facility and the Company shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent and the Company pursuant to which (i) any such existing Lender providing or increase its Commitment or issue increasing a commitment in respect of such Term Loans and may set Incremental Facility agrees to the amount of its Commitment or Term Loanportion 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 lender hereunder, as applicable, at a level agreed to (iii) the Company accepts such Incremental Facility, (iv) the effective date of any Incremental Facility is specified by the Borrower Company and the lenders providing or increasing their respective commitments in respect of such Incremental Facility and (v) the Company certifies that on such date the conditions for a new Loan set forth in Section 4.2 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 Loans hereunder, except that (A) the Company and the Administrative Agent may amend this Agreement and the other Loan Documents to implement such mechanical and conforming changes as the Company and the Administrative Agent deem appropriate, (B) the maturity date of any Incremental Term Loan shall be no earlier than the Revolving Facility Termination Date, (C) the interest rate margins and other economic terms, amortization schedule, prepayment terms, borrower and currency applicable to any Incremental Term Loan shall be determined by the Company and the lenders thereunder and (D) the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants or other provisions applicable only to periods after the Revolving Facility Termination Date. 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 each Borrower, each lender under such Incremental Term Loan and the Administrative Agent, in each case without the need to obtain the consent of any other Person. In Each Incremental Term Loan Amendment may effect such amendments to this Agreement and the event that other Loan Documents as may be necessary or appropriate, in the Borrower and one or more reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section. The Lenders (or other financial institutions) shall agree upon hereby irrevocably authorize the Administrative Agent to enter into such an increase in Incremental Term Loan Amendments. Upon the Aggregate effectiveness of any Incremental Revolving Commitment and/or issuance of Term Loans pursuant hereto, (i) each revolving Lender (new or existing) shall be deemed to have accepted an assignment at par from the Borrowerexisting revolving Lenders, and the Agent and existing revolving Lenders shall be deemed to have made an assignment at par to each new or existing revolving Lender or other financial institution increasing its Commitment or extending accepting a new Commitment or Term increased Revolving Commitment, of an interest in each then outstanding Loan shall enter into an amendment to this Agreement setting (in each case, on the terms and conditions set forth in the amounts of the Commitments Assignment and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate Assumption) and (ii) the Borrower Swingline Exposure and LC Exposure of the existing and new revolving Lenders shall furnishbe automatically adjusted such that, if requestedafter giving effect to such assignments and adjustments, a new Note all Outstanding Revolving Credit Exposure hereunder is held ratably by the revolving Lenders in proportion to each financial institution that is extending a new Commitment or Term their respective Revolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and facility and Letter of Credit fees relating to such principal amount. Payments received by assigning revolving Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan or increasing its Commitmentshall, for purposes of Section 3.3, be deemed prepayments of such Loan. Any Incremental Facility pursuant to this Section shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased(other than the Lenders agreeing to new or increased commitments) shall be required for any Incremental Facility provided or Loan made pursuant to this Section 2.5.3. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request The Company acknowledges that $200,000,000 of the financial institutions permitted Incremental Facilities were utilized on the First Amendment Effective Date so that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf only $300,000,000 of the Borrower), this Agreement shall additional Incremental Facilities may be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunderrequested thereafter.

Increase of Aggregate Commitment. Subject to Section 2.5 So long as no Default or Event of Default shall have occurred and the other terms and conditions of this Agreementbe continuing, at any time prior to the Facility Termination Maturity Date, the US Borrower may, on shall have the terms set forth below, request right from time to time upon not less than thirty (30) days prior written notice to the Administrative Agent to increase the Aggregate Commitment; provided that (a) in no event shall the Aggregate Commitment hereunder be increased by to an amount up to greater than $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000160,000,000; provided, however, that provided further that: (i) no such increase Each existing Lender shall cause have the Aggregate Commitment plus right, but not the obligation, to commit to all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in or a portion of the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loansproposed increase, (ii) an the failure by any existing Lender to respond to a request for such increase shall be deemed to be a refusal of such request by such existing Lender and (iii) if the Administrative Agent does not receive sufficient commitments from the existing Lenders to fund the entire amount of the proposed increase, the US Borrower may then solicit commitments from other banks, financial institutions or investment funds. (b) Any increase in the Aggregate Commitment which is accomplished by increasing the Commitment of any Lender or issuance Lenders who are at the time of Term Loans hereunder may only such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be made at a time when no Default accomplished as follows: (i) this Agreement will be amended by the Borrowers, the Administrative Agent and those Lender(s) whose Commitment(s) is or Unmatured Default shall have occurred are being increased (but without any requirement that the consent of any other Lender be obtained) to reflect the revised Commitment of each of the Lenders, (ii) entries in the Register will be revised to reflect the revised Commitment and be continuing or would result therefrom and Commitment Percentage of each of the Lenders, (iii) no Lender’s the outstanding Revolving Credit Loans and Commitment shall Percentages of Canadian Dollar Loans, Swingline Loans and L/C Obligations will be increased, nor shall any Lender have any commitment reallocated on the effective date of such increase among the Lenders in accordance with their revised Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall pay any Term Loanand all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment) and (iv) if requested by such Lender or Lenders, under this Section 2.21 without its consent. In the event US Borrower will deliver new Revolving Credit Note(s) to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment of such a requested Lender(s). (c) Any increase in the Aggregate Commitment which is accomplished by addition of a new Lender or issuance Lenders under the Agreement shall be accomplished as follows: (i) each new Lender shall be an Eligible Assignee and shall be subject to the consent of Term Loansthe Administrative Agent and the US Borrower, any financial institution selected on behalf of itself and the Canadian Borrower, which consents shall not be unreasonably withheld, (ii) this Agreement will be amended by the Borrower Borrowers, the Administrative Agent and each new Lender (but without any requirement that the Arranger, and reasonably acceptable consent of the any other Lender be obtained) to reflect the Agent, may become addition of each new Lender as a Lender or increase its hereunder, (iii) entries in the Register will be revised to reflect the revised Commitment or issue such Term Loans and may set the amount Commitment Percentages of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more each of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans including each new Lender), (iiv) the Borroweroutstanding Revolving Credit Loans and Commitment Percentages of Canadian Dollar Loans, Swingline Loans and L/C Obligations will be reallocated on the effective date of such increase among the Lenders (including each new Lender) in accordance with their revised Commitment Percentages (and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment) and (v) at the request of each new Lender, the Agent and each Lender or other financial institution increasing its Commitment or extending US Borrower will deliver a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Revolving Credit Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunderLender.

Increase of Aggregate Commitment. Subject (a) The Borrower may from time to Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date, the Borrower maytime, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by to an amount up not to exceed $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000275,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only shall be made (i) at a time when no a Default or Unmatured Default shall have occurred and be continuing continuing, or would result therefrom and (iiiii) no Lender’s at any time after the Aggregate Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. has been reduced. (b) In the event of such a requested increase in the Aggregate Commitment, then the Borrower shall consult with the Agent and the Arranger as to the number, identity and requested Commitments of financial institutions (which may or may not then be Lenders) which the Arranger may invite to participate in the Commitments. (c) No Lender shall have any obligation to increase its Commitment or issuance of Term Loans, any financial institution selected pursuant to a request by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. hereunder. (d) In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicableCommitments, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under of this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions condition as the Agent may reasonably specify upon the request of the financial institutions that are increasing or extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at 2.22.1 At any time prior to the Facility Revolving Credit Termination Date, the Borrower mayshall have the right to request, on in consultation with the terms set forth belowAgent, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase effectuate increases in the Aggregate Commitment or issuance without the consent of Term Loans hereunder may only any Lender (other than a Lender that is increasing its Commitment in connection with such request); provided that (A) no Lender shall have any obligation to increase its Commitment, (B) unless the Agent otherwise consents, each such requested increase shall be made at in a time when minimum principal amount of $15,000,000 or, if less, the remaining amount permitted pursuant to clause (C) below, (C) in no event shall the aggregate amount of all such increases result in the Aggregate Commitment exceeding $950,000,000, (D) as of the date of such proposed increase, no Default or Unmatured Default shall have occurred and be continuing or would result therefrom from the proposed increase and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiE) the Borrower shall furnish, if requested, a new Note have obtained all necessary corporate authorizations and governmental approvals in order to each financial institution that is extending a new Commitment effect such increase. 2.22.2 The Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Agent within ten (10) Business Days (or Term Loan or increasing its Commitment. No such amendment shall require longer period of time which may be agreed upon by the approval or consent Agent and the Borrower and communicated to the Lenders) from the date of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among notice to the Lenders with Commitments after giving effect whether or not it agrees to each increase its Commitment and, if so, by what amount. Any Lender not responding within such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower of the Lenders' responses to each request made hereunder. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in the form attached hereto as Exhibit D. 2.22.3 The Aggregate Outstanding Credit Exposure will be amended accordingly. All reallocated on the effective date of such additional Commitments increase among the Lenders in accordance with their revised Pro Rata Shares (and Term Loans the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall be secured equally pay any and ratably all costs required pursuant to Section 3.4 in connection with the other Loans hereundersuch reallocation as if such reallocation were a repayment).

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at (a) At any time prior to the Facility Termination Maturity Date, the Borrower mayBorrowers shall have the ability from time to time, on in consultation with the terms set forth belowAdministrative Agent, to request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance (each, a “Commitment Increase”); provided that (i) no Lender shall have any obligation to participate in any Commitment Increase, (ii) in no event shall the aggregate amount of Term Loans hereunder may only all Commitment Increases exceed $100,000,000, (iii) each such Commitment Increase shall be made at in a time when minimum principal amount of $25,000,000 and $10,000,000 increments in excess thereof, (iv) no Default or Unmatured Event of Default shall have occurred and be continuing or would result therefrom and from the proposed Commitment Increase, (iiiv) no Lender’s Commitment the Borrowers shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable delivered to the Agent, may become a Lender or increase its Commitment or issue Administrative Agent such Term Loans documents and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans certificates (including, without limitation, resolutions) as reasonably requested by the Agent administering the reallocation Administrative Agent, and (vi) each outstanding Syndicated Letter of any outstanding Revolving Loans ratably among the Lenders with Commitments after Credit shall have been exchanged for a new Syndicated Letter of Credit or amended, in each case giving effect to each the Commitment Increase. (b) The Administrative Agent shall promptly give notice of any requested increase to the Lenders. Each Lender shall notify the Administrative Agent within five (5) Business Days (or such increase in longer period of time as may be agreed upon by the Aggregate Commitment, Administrative Agent and the Borrowers and communicated to the Lenders) from the date of delivery of certificatessuch notice to the Lenders whether or not it agrees to increase its Revolving Credit Commitment and, evidence of corporate authority and legal opinions on behalf of the Borrower)if so, this Agreement by what maximum amount. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. The Administrative Agent shall notify the Borrowers of the Lenders’ responses to the requested increase. The Borrowers may also invite additional Eligible Assignees which meet the requirements set forth in Section 13.10(b) to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. (c) Upon the completion of each Commitment Increase, (i) entries in the Register will be amended accordingly. All such additional revised to reflect the revised Revolving Credit Commitments and Term Loans Revolving Credit Commitment Percentages of each of the Lenders (including each new Lender) and (ii) the outstanding Revolving Credit Loans, Syndicated L/C Obligations and Fronted L/C Obligations will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Revolving Credit Commitment Percentages and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect such reallocation and the Borrowers shall be secured equally pay any and ratably all costs required pursuant to Section 4.9 in connection with the other Loans hereundersuch reallocation as if such reallocation were a repayment.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at 2.22.1 At any time prior to the Facility Revolving Credit Termination Date, the Borrower mayshall have the right to request, on in consultation with the terms set forth belowAgent, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase effectuate increases in the Aggregate Commitment or issuance without the consent of Term Loans hereunder may only any Lender (other than a Lender that is increasing its Commitment in connection with such request); provided that (A) no Lender shall have any obligation to increase its Commitment, (B) unless the Agent otherwise consents, each such requested increase shall be made at in a time when minimum principal amount of $15,000,000 or, if less, the remaining amount permitted pursuant to clause (C) below, (C) in no event shall the aggregate amount of all such increases result in the Aggregate Commitment exceeding $650,000,000, (D) as of the date of such proposed increase, no Default or Unmatured Default shall have occurred and be continuing or would result therefrom from the proposed increase and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiE) the Borrower shall furnish, if requested, a new Note have obtained all necessary corporate authorizations and governmental approvals in order to each financial institution that is extending a new Commitment effect such increase. 2.22.2 The Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Agent within ten (10) Business Days (or Term Loan or increasing its Commitment. No such amendment shall require longer period of time which may be agreed upon by the approval or consent Agent and the Borrower and communicated to the Lenders) from the date of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among notice to the Lenders with Commitments after giving effect whether or not it agrees to each increase its Commitment and, if so, by what amount. Any Lender not responding within such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower of the Lenders' responses to each request made hereunder. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in the form attached hereto as Exhibit D. 2.22.3 The Aggregate Outstanding Credit Exposure will be amended accordingly. All reallocated on the effective date of such additional Commitments increase among the Lenders in accordance with their revised Pro Rata Shares (and Term Loans the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall be secured equally pay any and ratably all costs required pursuant to Section 3.4 in connection with the other Loans hereundersuch reallocation as if such reallocation were a repayment).

Increase of Aggregate Commitment. (a) Subject to the conditions set forth in Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date2.21(b), the Borrower may, on the terms set forth belowone or more occasions, request that (a) increase the Aggregate Commitment hereunder be increased then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender or by causing a Person that at such time is not a Lender to become a Lender and have a Commitment (an amount up to $200,000,000 and/or “Additional Lender”). (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an Any increase in the Aggregate Commitment or issuance shall be subject to the following additional conditions: (i) such increase shall not be less than $50,000,000 (and increments of Term Loans hereunder may only be made at a time when $10,000,000 above that minimum) unless the Administrative Agent otherwise consents; provided that the aggregate amount of Incremental Increases since the Third Amendment shall not exceed $100,000,000; (ii) as of the effective date of such Incremental Increase, no Default or Unmatured Event of Default shall have occurred and be continuing or would result therefrom immediately after giving effect to such increase and the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such effective date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such increase such representations and warranties shall be true and correct in all material respects as of such specified earlier date; (iii) no Lender’s Commitment may be increased without the consent of such Lender; (iv) the Administrative Agent and each Issuing Lender must consent to the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed; (v) the increase shall be increasedon the exact same terms and pursuant to the exact same documentation applicable to this Agreement; (vi) receipt by the Administrative Agent of (A) board resolutions and officers’ certificates consistent with those delivered on the Closing Date and (B) reaffirmation agreements and/or such amendments to the Collateral Documents, nor shall any Lender have any commitment in each case, as may be reasonably requested by the Administrative Agent in order to make any Term Loan, under this Section 2.21 without its consent. In ensure that such incremental indebtedness is provided with the event benefit of the applicable Loan Documents; (vii) after giving effect to the effective date of such increase, the Total Leverage Ratio shall be less than 4.00 to 1.00; and (viii) on the effective date of such increase, no Eurodollar Advances shall be outstanding or if any Eurodollar Advances are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Advance unless the Borrower pays compensation required pursuant to Section 3.3. (c) With the consent of the Lenders providing an Incremental Increase, the Borrower, and to the extent applicable, the Administrative Agent and the Issuing Lender(s) (and without the consent of any other Lenders), the Loan Documents may be amended or supplemented in a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected writing (which may be executed and delivered by the Borrower and the Arranger, and reasonably acceptable to the Administrative Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase substantially in the Aggregate Commitment and/or issuance form of Term Loans (i) the Borrower, the Agent Exhibit E to reflect any changes necessary to give effect to such Incremental Increase and each make any Additional Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment party to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.

Increase of Aggregate Commitment. Subject to Section 2.5 So long as no Default or Event of Default shall have occurred and the other terms and conditions of this Agreementbe continuing, at any time prior to the Facility Termination third (3rd) anniversary of the Closing Date, the Borrower may, on shall have the terms set forth below, request right from time to time upon not less than thirty (30) days prior written notice to the Administrative Agent to increase the Aggregate Commitment; provided that in no event shall the Aggregate Commitment be increased to an amount greater than $380,000,000; provided further that: (a) Each existing Lender shall have the Aggregate Commitment hereunder be increased by an amount up right, but not the obligation, to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable commit to all or a portion of the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an proposed increase. Any increase in the Aggregate Commitment which is accomplished by increasing the Revolving Credit Commitment of any Lender or issuance Lenders who are at the time of Term Loans hereunder may only such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be made at a time when no Default accomplished as follows: (i) this Agreement will be amended by the Borrowers, the Administrative Agent and those Lender(s) whose Revolving Credit Commitment(s) is or Unmatured Default shall have occurred are being increased (but without any requirement that the consent of the Required Lenders be obtained) to reflect the revised Revolving Credit Commitment amounts of each of the Lenders, (ii) the Administrative Agent will update the Register to reflect the revised Revolving Credit Commitment amount and be continuing or would result therefrom and Revolving Credit Commitment Percentage of each of the Lenders, (iii) no Lender’s the Extensions of Credit of each Lender will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Revolving Credit Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment) and (iv) if requested by such Lender or Lenders, the Borrowers will deliver new Revolving Credit Note(s) to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Revolving Credit Commitment amount of such Lender(s). (b) If the Administrative Agent does not receive sufficient commitments from the existing Lenders to fund the entire amount of the proposed increase, Borrower may then solicit commitments from other banks, financial institutions or investment funds. The failure by any existing Lender to respond to a request for such increase shall be increased, nor shall any Lender have any commitment deemed to make any Term Loan, under this Section 2.21 without its consent. In the event be a refusal of such a requested request by such existing Lender. Any increase in the Aggregate Commitment or issuance which is (i) such New Lender shall be an Eligible Assignee and shall be subject to the consent of Term Loansthe Administrative Agent, any financial institution selected which consent shall not be unreasonably withheld, (ii) this Agreement will be amended by the Borrower Borrowers, the Administrative Agent and by the Arranger, and reasonably acceptable party becoming a New Lender hereunder (but without any requirement that the consent of the Required Lenders be obtained) solely to reflect the Agent, may become addition of such party as a Lender or increase its hereunder, (iii) the Administrative Agent will update the Register to reflect the revised Revolving Credit Commitment or issue such Term Loans and may set Revolving Credit Commitment Percentage of each of the amount Lenders, (iv) the Extensions of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more Credit of each of the Lenders will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Revolving Credit Commitment Percentages (or other financial institutionsand the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiv) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon at the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitationany Lender, the Agent administering the reallocation of any outstanding Borrowers will deliver a Revolving Loans ratably among the Lenders with Commitments after giving effect Credit Note to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunderLender.

Increase of Aggregate Commitment. Subject The Borrower may from time to Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date, the Borrower maytime, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by to an amount up not to exceed $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000275,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only shall be made (i) at a time when no a Default or Unmatured Default shall have occurred and be continuing continuing, or would result therefrom and (iiiii) no Lender’s at any time after the Aggregate Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consenthas been reduced. In the event of such a requested increase in the Aggregate Commitment, then the Borrower shall consult with the Agent and the Arranger as to the number, identity and requested Commitments of financial institutions (which may or may not then be Lenders) which the Arranger may invite to participate in the Commitments. No Lender shall have any obligation to increase its Commitment or issuance of Term Loans, any financial institution selected pursuant to a request by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agenthereunder. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicableCommitments, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under of this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions condition as the Agent may reasonably specify upon the request of the financial institutions that are increasing or extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.YIELD PROTECTION; TAXES

Increase of Aggregate Commitment. Subject The Company shall have the right from time to Section 2.5 and time to increase the other terms and conditions of this Agreement, at any time Aggregate Commitment upon not less than thirty (30) days prior written notice to the Facility Termination Date, the Borrower may, on the terms set forth below, request Administrative Agent; provided that (a) in no event shall the Aggregate Commitment hereunder be increased pursuant to this Section 2.5 by an amount up greater than $50,000,000 (it being acknowledged by the Borrower, the Lenders and the Administrative Agent that the Borrower utilized $35,000,000 of such $50,000,000 basket pursuant to $200,000,000 and/or the First Amendment to Commitment Agreement), (b) term loans each such requested increase shall be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate a minimum principal amount up to of $200,000,000; provided, however, that 5,000,000 and (ic) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Event of Default shall have occurred and be continuing either prior to or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, ; provided further that: (e) Updated Schedule 1.1(a). (i) The current Schedule 1.1 (a) to the Commitment Agreement is hereby deleted in its entirety and the delivery attached Schedule 1.1(a) to the Commitment Agreement, which schedule has been revised to reflect the revised Commitment and Commitment Percentages of certificates, evidence of corporate authority and legal opinions on behalf each of the Borrower)Lenders as of the effective date of this First Amendment, this is hereby substituted in lieu thereof. The (a) to the Commitment Agreement reflects that the following Lenders have increased their respective Commitments by the following amounts: Amount of Increase Increasing Lenders of Commitment ------------------ ------------------ Bank of America, N.A. $12,500,000.00 Wachovia Bank, National Association $12,500,000.00 JPMorgan Chase Bank $ 5,000,000.00 Amount of Increase New Lenders of Commitment ----------- ------------------ Hibernia National Bank $ 5,000,000.00 (ii) Each reference to Schedule 1.1 (a) in the Commitment Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereundera reference to Schedule 1.1 (a) attached hereto.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at (a) At any time prior to the Facility Termination Term Out Date, the Borrower may, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when so long as no Default or Unmatured Event of Default shall then have occurred and be continuing or would result therefrom continuing, the Borrower may request (in consultation with the Administrative Agent) that the aggregate Commitment be increased by up to $40,000,000 provided that, without the prior written consent of all of the Lenders, (i) the aggregate Commitment shall at no time exceed $100,000,000; (ii) the Borrower shall not previously have reduced the aggregate Commitment; and (iii) no Lender’s Commitment the Borrower shall not be entitled to more than one such increase. Such request shall be increasedmade in a written notice given to the Agent and the Lenders by the Borrower not less than twenty (20) Business Days prior to the proposed effective date of such increase, nor which notice (a “Commitment Increase Notice”) shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consentspecify the amount of the proposed increase in the aggregate Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in the Aggregate Commitment or issuance of Term Loans, proportions that their respective Commitments bear to aggregate Commitment. No Lender shall have any financial institution selected by the Borrower and the Arranger, and reasonably acceptable obligation to the Agent, may become a Lender or increase its Commitment pursuant to a Commitment Increase Notice. On or issue such Term Loans and may set prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Agent a notice indicating the maximum amount of by which it is willing to increase its Commitment or Term Loan, as applicable, at in connection with such Commitment Increase Notice (any such notice to the Agent being herein a level agreed “Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to by the Borrower and Agent prior to the Agentexpiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the aggregate increases of Commitments set forth in the Lender Increase Notices exceeds the amount requested by the Borrower in the Commitment Increase Notice, the Agent shall have the right, in consultation with the Borrower, to allocate the amount of increases necessary to meet the Borrower’s Commitment Increase Notice. In the event that the Lender Increase Notices in the aggregate are less than the amount requested by the Borrower, not later than three (3) Business Days prior to the proposed effective date the Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice. Any Proposed New Lender shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld). If the Borrower shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Borrower shall be deemed to have reduced the amount of the Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Borrower and one the Lenders on or more before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lender’s Commitment (the “Effective Commitment Amount”) and the amount of the aggregate Commitment, which amount shall be effective on the following Business Day. Any increase in the aggregate Commitment shall be subject to the following conditions: (a) The Borrower shall have entered into a hell or high water noncancellable time charter on the Superior Achiever having (i) terms and conditions reasonably acceptable to the Administrative Agent, (ii) a minimum term of 36 months, (iii) a charter party reasonably acceptable to the Administrative Agent, (iv) minimum charter hire of $165,000 per day, and (v) minimum number of charter days per year of 300. (b) The Borrower shall have obtained the consent thereto of each Guarantor and any other guarantor of the Obligations and its reaffirmation of the Loan Document(s), if any, executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (c) As of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the aggregate Commitment, all representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Event of Default (d) The Borrower, the Administrative Agent and each Proposed New Lender or Lenders (or other financial institutions) that shall agree upon have agreed to provide a “commitment” in support of such an increase in the Aggregate Commitment and/or issuance shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Term Loans Exhibit I hereto, (ie) Counsel for the BorrowerBorrower and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, the Agent and (f) The Borrower and each Lender Proposed New Lender(s) shall otherwise have executed and delivered such other instruments and documents as may be required under Section 2 or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as charged by the Agent Proposed New Lender(s) or Lender(s) that shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, have agreed to provide a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent in support of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate aggregate Commitment in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Borrower. Upon satisfaction of the conditions precedent to any increase in the aggregate Commitment, the Administrative Agent shall promptly advise the Borrower and the delivery of certificates, evidence of corporate authority and legal opinions on behalf each Lender of the Borrower)effective date of such increase. Upon the effective date of any increase in the aggregate Commitment that is provided by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with be, a commitment on the other Loans hereunderpart of any Lender to increase its Commitment hereunder at any time.

Increase of Aggregate Commitment. (a) Subject to the conditions set forth in Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date2.21(b), the Borrower may, on the terms set forth belowone or more occasions, request that (a) increase the Aggregate Commitment hereunder be increased then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender or by causing a Person that at such time is not a Lender to become a Lender and have a Commitment (an amount up to $200,000,000 and/or “Additional Lender”). (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an Any increase in the Aggregate Commitment or issuance shall be subject to the following additional conditions: (i) such increase shall not be less than $10,000,000 (and increments of Term Loans hereunder may only be made at a time when $10,000,000 above that minimum) unless the Administrative Agent otherwise consents; provided that the aggregate amount of Incremental Increases shall not exceed $50,000,000; (ii) as of the effective date of such Incremental Increase, no Default or Unmatured Event of Default shall have occurred and be continuing or would result therefrom immediately after giving effect to such increase and the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such effective date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such increase such representations and warranties shall be true and correct in all material respects as of such specified earlier date; (iii) no Lender’s Commitment may be increased without the consent of such Lender; (iv) the Administrative Agent and each Issuing Lender must consent to the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed; (v) the increase shall be increasedon the exact same terms and pursuant to the exact same documentation applicable to this Agreement; (vi) receipt by the Administrative Agent of (A) board resolutions and officers’ certificates consistent with those delivered on the Closing Date and (B) reaffirmation agreements and/or such amendments to the Collateral Documents, nor shall any Lender have any commitment in each case, as may be reasonably requested by the Administrative Agent in order to make any Term Loan, under this Section 2.21 without its consent. In ensure that such incremental indebtedness is provided with the event benefit of the applicable Loan Documents; and (vii) on the effective date of such increase, no Eurodollar Advances shall be outstanding or if any Eurodollar Advances are outstanding, then the effective date of such increase shall be the last day of the Eurodollar Interest Period in respect of such Eurodollar Advance unless the Borrower pays compensation required pursuant to Section 3.3. (c) With the consent of the Lenders providing an Incremental Increase, the Borrower, and to the extent applicable, the Administrative Agent and the Issuing Lender(s) (and without the consent of any other Lenders), the Loan Documents may be amended or supplemented in a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected writing (which may be executed and delivered by the Borrower and the Arranger, and reasonably acceptable to the Administrative Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase substantially in the Aggregate Commitment and/or issuance form of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment Exhibit E to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth reflect any changes necessary to give effect to such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans Incremental Increase (including, without limitationfor the avoidance of doubt, the Agent administering the reallocation of amendments to Schedule 1 to reflect such Incremental Increase) and make any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect Additional Lender a party to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunderAgreement.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at At any time prior to the Facility Termination Date, the Borrower may, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased on one or more occasions by an aggregate amount of up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to 100,000,000 with the consent of the Agent in an aggregate principal amount up to $200,000,000but without the consent of any other Lenders (except as provided below); provided, however, that (i) no such increase shall cause the Aggregate Commitment plus hereunder at no time shall exceed $300,000,000 without the prior written consent of all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loansexisting Lenders, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when if (a) no Default or Unmatured Default shall have occurred and be continuing on and as of the date of such increase and (b) the representations and warranties set forth in ARTICLE VI of this Agreement are true and correct on and as of such date (except to the extent any such representation or would result therefrom warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date), (iii) no Lender’s respective Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, increased under this Section 2.21 2.23 without such Lender’s consent and unless and until any Lender so consents, such Lender shall be deemed to have refused any increase to its consent. In Commitment, (iv) each of the event then existing Lenders shall be given the opportunity to participate in the increased Aggregate Commitment ratably in the proportion that its Commitment bears to the Aggregate Commitment and (v) to the extent that all or any portion of such a the requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable is not fulfilled pursuant to the Agentpreceding clause (iv), may become a Lender or the increase its Commitment or issue shall be funded in such Term Loans and may set the amount of its Commitment or Term Loanadditional amounts as any Lender, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other including any new financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrowerinstitution, the Agent and each Lender or other the Borrower agree, provided, that any new financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.which

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date, the Borrower may, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 100,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000100,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 375,000,000 minus (y) any reduction in the Commitments under Section Sections 2.2 or 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at (a) At any time prior to the Facility Termination Revolving Credit Maturity Date, the Borrower mayshall have the right, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable written notice to the Agent in an aggregate principal amount up Administrative Agent, to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) request an increase in the Aggregate Commitment or issuance (each a “Commitment Increase”); provided that (i) no Lender shall have any obligation to participate in any Commitment Increase, (ii) in no event shall the aggregate amount of Term Loans hereunder may only all Commitment Increases exceed $50,000,000, (iii) there shall be made at no more than two Commitment Increases during the term of the Credit Facility and each Commitment Increase shall be in a time when minimum principal amount of $10,000,000 and $5,000,000 increments in excess thereof, (iv) no Default or Unmatured Event of Default shall have occurred and be continuing or would result therefrom from the proposed Commitment Increase and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiv) the Borrower shall furnish, if requested, a new Note have delivered to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No the Administrative Agent such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution documents and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans certificates (including, without limitation, resolutions) reasonably requested by the Administrative Agent. (b) The Administrative Agent administering the reallocation shall promptly (and in any event within five (5) Business Days) give notice of any outstanding Revolving Loans ratably among requested increase to the Lenders. Each Lender shall notify the Administrative Agent within five (5) Business Days (or such longer period of time as may be agreed upon by the Administrative Agent and the Borrower and communicated to the Lenders) from the date of delivery of such notice to the Lenders with Commitments after giving effect whether or not it agrees to each increase its Commitment and, if so, by what maximum amount. Any Lender not responding within such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower of the Lenders’ responses to the requested increase. The Borrower may also invite additional Eligible Assignees which meet the requirements set forth in Section 14.10(b) to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. (c) Upon the completion of each Commitment Increase, (i) the Aggregate Commitment will be amended accordingly. All deemed to have increased by the amount of such additional Commitment Increase, (ii) entries in the Register will be revised to reflect the revised Commitments and Term Commitment Percentages of each of the Lenders (including each new Lender) and (iii) the outstanding Revolving Credit Loans will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Commitment Percentages and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall be secured equally pay any and ratably all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment; provided, that the Administrative Agent agrees to cooperate with the other Loans hereunderBorrower with respect to the timing of such reallocation so as to minimize any incurrence by the Borrower of costs required pursuant to Section 4.9.

Increase of Aggregate Commitment. Subject (a) Provided there exists no Default and the Borrower shall not have previously terminated the Aggregate Commitment pursuant to Section 2.5 and the other terms and conditions of this Agreement2.04, at any time prior upon notice to the Facility Termination DateAdministrative Agent (which shall promptly notify the Lenders), the Borrower may, on the terms set forth belowmay from time to time, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment by an amount (for all such requests) not exceeding $50,000,000. 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 days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or issuance 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 Term Loans hereunder may only be made at a such requested increase. Any Lender not responding within such time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment period shall be increased, nor deemed to have declined to increase its Commitment. The Administrative Agent shall any notify the Borrower and each Lender have any commitment of the Lenders’ responses to make any Term Loan, under this Section 2.21 without its consenteach request made hereunder. In To achieve the event full amount of such a requested increase increase, the Borrower may also invite one or more Persons who then qualify as Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitment or issuance is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of Term Loans, any financial institution selected by such increase. The Administrative Agent shall promptly notify the Borrower and the ArrangerLenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, and reasonably acceptable the Borrower shall deliver to the AgentAdministrative Agent a certificate of the Borrower dated as of the Increase Effective Date, may become executed by a Lender or increase its Commitment or issue such Term Loans Responsible Officer of the Borrower (i) certifying and may set attaching the amount of its Commitment or Term Loan, as applicable, at a level agreed to resolutions adopted by the Borrower and the Agent. In the event that the Borrower and one approving or more of the Lenders (or other financial institutions) shall agree upon consenting to such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrowerincrease, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnishcertifying that, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution before and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase increase, (A) the representations and warranties contained in Article V are true and correct in all material respects on and as of the Aggregate CommitmentIncrease Effective Date, 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 2.12, the delivery of certificates, evidence of corporate authority representations and legal opinions on behalf of the Borrower), this Agreement warranties contained in Subsections 5.05(a) and 5.05(b) shall be deemed to be amended accordinglyrefer to the most recent statements furnished pursuant to Subsections 6.01(a), 6.01(b), 6.01(c) and 6.01(d), respectively and (B) no Default exists. All On the Increase Effective Date following any such additional Commitments and Term Loans increase undertaken pursuant to the provisions of this Section 2.12, the Pro Rata Share of each Lender shall be secured equally and ratably adjusted (as so adjusted, the “Adjusted Pro Rata Share”) so as to reflect the amount of each Lender’s Commitment relative to the Aggregate Commitment of all Lenders as in effect immediately following such increase (as so adjusted, the “Adjusted Pro Rata Share”) and, immediately after giving effect to such adjustments any Loans then outstanding shall be reallocated among the Lenders if such reallocation shall be necessary in order to keep the outstanding Loans ratable with the other Loans hereunderAdjusted Pro Rata Shares. (c) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at At any time prior to the Facility Termination Date, the Borrower may, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000Agent; provided, however, that (i) no such increase shall cause the aggregate amount of all increases of the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled aggregate principal payments or prepayments in respect amount of any Term LoansLoans issued pursuant to this Section 2.21 shall not exceed $350,000,000, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, (other than any Ineligible Institution) and reasonably acceptable to the AgentAgent and, with respect to any increase in the Aggregate Commitment, the Arrangers and the LC Issuers (such consent not to be unreasonably withheld or delayed), may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.

Increase of Aggregate Commitment. Subject (a) Provided there exists no Default and the Borrower shall not have previously terminated the Aggregate Commitment pursuant to Section 2.5 and the other terms and conditions of this Agreement2.04, at any time prior upon notice to the Facility Termination DateAdministrative Agent (which shall promptly notify the Lenders), the Borrower may, on the terms set forth belowmay from time to time, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increasedby an amount such that, nor shall any Lender have any commitment after giving effect to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested an increase in the amount requested, the Aggregate Commitment would not exceed $500,000,000. 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 days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or issuance 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 Term Loanssuch requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, any financial institution selected by the Borrower may also invite one or more Persons who then qualify as Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the ArrangerLenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, and reasonably acceptable the Borrower shall deliver to the AgentAdministrative Agent a certificate of the Borrower dated as of the Increase Effective Date, may become executed by a Lender or increase its Commitment or issue such Term Loans Responsible Officer of the Borrower (i) certifying and may set attaching the amount of its Commitment or Term Loan, as applicable, at a level agreed to resolutions adopted by the Borrower and the Agent. In the event that the Borrower and one approving or more of the Lenders (or other financial institutions) shall agree upon consenting to such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrowerincrease, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnishcertifying that, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution before and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase increase, (A) the representations and warranties contained in Article V are true and correct in all material respects on and as of the Aggregate CommitmentIncrease Effective Date, 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 2.12, the delivery of certificates, evidence of corporate authority representations and legal opinions on behalf of the Borrower), this Agreement warranties contained in Subsections 5.05(a) and 5.05(b) shall be deemed to be amended accordinglyrefer to the most recent statements furnished pursuant to Subsections 6.01(a), 6.01(b), 6.01(c) and 6.01(d), respectively and (B) no Default exists. All On the Increase Effective Date immediately following any such additional Commitments and Term Loans increase undertaken pursuant to the provisions of this Section 2.12, the Pro Rata Share of each Lender shall be secured equally recalculated and ratably any Loans and L/C Obligations then outstanding shall be reallocated among the Lenders if and to the extent such reallocation shall be necessary in order to keep the outstanding Loans and L/C Obligations ratable with the other Loans hereunderPro Rata Shares after giving effect to such increase. (c) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at 2.22.1 At any time prior to the Facility Revolving Credit Termination Date, the Borrower mayshall have the ability, on in consultation with the terms set forth belowAgent, to request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase increases in the Aggregate Commitment or issuance of Term Loans hereunder may Commitment; provided that (A) no Lender shall have any obligation to increase its Commitment, (B) the Borrower shall only be made at permitted to request such an increase on four (4) separate occasions, (C) each such requested increase shall be in a time when minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to clause (D) below, (D) in no event shall the aggregate amount of all such increases exceed $150,000,000, (E) no Default or Unmatured Default shall have occurred and be continuing or would result therefrom from the proposed increase and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiF) the Borrower shall furnish, if requested, a new Note have obtained all necessary corporate authorizations and governmental approvals in order to each financial institution that is extending a new Commitment effect such increase. 2.22.2 The Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Agent within ten (10) Business Days (or Term Loan or increasing its Commitment. No such amendment shall require longer period of time which may be agreed upon by the approval or consent Agent and the Borrower and communicated to the Lenders) from the date of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among notice to the Lenders with Commitments after giving effect whether or not it agrees to each increase its Commitment and, if so, by what amount. Any Lender not responding within such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower of the Lenders’ responses to each request made hereunder. The Borrower may also invite additional Purchasers which meet the requirements set forth in Section 12.3.1 to become Lenders pursuant to a joinder agreement in the form attached hereto as Exhibit F. 2.22.3 The Aggregate Outstanding Credit Exposure will be amended accordingly. All reallocated on the effective date of such additional Commitments increase among the Lenders in accordance with their revised Pro Rata Shares (and Term Loans the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall be secured equally pay any and ratably all costs required pursuant to Section 3.4 in connection with the other Loans hereundersuch reallocation as if such reallocation were a repayment).

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at (a) At any time prior to the Facility Termination DateMay 31, 2007, so long as no Default or Event of Default shall then have occurred and be continuing, the Borrower mayBorrowers may request (in consultation with the Agent) that the Aggregate Commitment be increased, on provided that, without the terms set forth belowprior written consent of all of the Banks, request that (ai) the Aggregate Commitment hereunder shall at no time exceed $120,000,000; (ii) the Borrowers shall not previously have reduced the Aggregate Commitment; and (iii) the Borrowers shall not be increased by an amount up entitled to $200,000,000 and/or (b) term loans make such request more than once. Such request shall be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable made in a written notice given to the Agent in an aggregate principal and the Banks by the Borrowers not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase Notice”) shall specify the amount up to $200,000,000; provided, however, that (i) no such increase shall cause of the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an proposed increase in the Aggregate Commitment or issuance and the proposed effective date of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consentsuch increase. In the event of such a Commitment Increase Notice, each of the Banks shall be given the opportunity to participate in the requested increase ratably in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable proportions that their respective Commitments bear to the Agent, may become a Lender or Aggregate Commitment. No Bank shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or issue such Term Loans and may set prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Bank shall submit to the Agent a notice indicating the maximum amount of by which it is willing to increase its Commitment or Term Loan, as applicable, at in connection with such Commitment Increase Notice (any such notice to the Agent being herein a level agreed “Bank Increase Notice”). Any Bank which does not submit a Bank Increase Notice to by the Borrower and Agent prior to the Agentexpiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the Borrower and one or more aggregate increases of Commitments set forth in the Bank Increase Notices exceeds the amount requested by the Borrowers in the Commitment Increase Notice, the Agent shall have the right, in consultation with the Borrowers, to allocate the amount of increases necessary to meet the Borrowers’ Commitment Increase Notice. In the event that the Bank Increase Notices in the aggregate are less than the amount requested by the Borrowers, not later than three (3) Business Days prior to the proposed effective date the Borrowers may notify the Agent of any financial institution that shall have agreed to become a “Bank” party hereto (a “Proposed New Bank”) in connection with the Commitment Increase Notice. Any Proposed New Bank shall be subject to the consent of the Lenders Agent (which consent shall not be unreasonably withheld). If the Borrowers shall not have arranged any Proposed New Bank(s) to commit to the shortfall from the Bank Increase Notices, then the Borrowers shall be deemed to have reduced the amount of their Commitment Increase Notice to the aggregate amount set forth in the Bank Increase Notices. Based upon the Bank Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Bank, if applicable, the Agent shall notify the Borrowers and the Banks on or other financial institutionsbefore the Business Day immediately prior to the proposed effective date of the amount of each Bank’s and Proposed New Bank’s Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amount shall agree upon such an be effective on the following Business Day. Any increase in the Aggregate Commitment and/or issuance of Term Loans shall be subject to the following conditions Asset Acceptance, LLC et al. Fourth Amendment to Credit Agreement precedent: (iA) the BorrowerBorrowers shall have obtained the consent thereto of each Guarantor and any other guarantor of the Obligations and its reaffirmation of the Loan Document(s), if any, executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Agent, (B) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Event of Default, (C) the Borrowers, the Agent and each Lender Proposed New Bank or Bank that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit I hereto, (D) counsel for the Borrowers and for the Guarantors and any such other financial institution increasing its guarantors shall have provided to the Agent supplemental opinions in form and substance reasonably satisfactory to the Agent, and (E) the Borrowers and the Proposed New Bank(s) shall otherwise have executed and delivered such other instruments and documents as may be required under Article II or that the Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Proposed New Bank(s) or Bank(s) that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment or extending in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Agent to the Borrowers. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Agent shall promptly advise the Borrowers and each Bank of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is provided by a new Commitment or Term Loan Proposed New Bank, such Proposed New Bank shall enter into an amendment be a party to this Agreement setting forth as a Bank and shall have the amounts rights and obligations of a Bank hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the Commitments part of any Bank to increase its Commitment hereunder at any time. (b) For purposes of this subparagraph (b), (i) the term “Buying Bank(s)” shall mean (A) each Bank the Effective Commitment Amount of which is greater than its Commitment prior to the effective date of any increase in the Aggregate Commitment and Term Loans(B) each Proposed New Bank that is allocated an Effective Commitment Amount in connection with any Commitment Increase Notice, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower term “Selling Bank(s)” shall furnish, if requested, a new Note to mean each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender Bank whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions increased from that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving in effect prior to each such increase in the Aggregate Commitment. Effective on the effective date of any increase in the Aggregate Commitment pursuant to subparagraph (a) above, each Selling Bank hereby sells, grants, assigns and conveys to each Buying Bank, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in such Selling Bank’s right, title and interest in and to its Outstanding Credit Exposure in the respective dollar amounts and percentages necessary so that, from and after such sale, each such Selling Bank’s Outstanding Credit Exposure shall equal such Selling Bank’s Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the Aggregate Outstanding Credit Exposure. Effective on the effective date of the increase in the Aggregate Commitment pursuant to clause (a) above, each Buying Bank hereby purchases and accepts such grant, assignment and conveyance from the Selling Banks. Each Buying Bank hereby agrees that its respective purchase price for the portion of the Aggregate Outstanding Credit Exposure purchased hereby shall equal the respective dollar amount necessary so that, from and after such payments, each Buying Bank’s Outstanding Credit Exposure shall equal such Buying Bank’s Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the Aggregate Outstanding Credit Exposure. Such amount shall be payable on the effective date of the increase in the Aggregate Commitment by wire transfer of immediately available funds to the Agent. The Agent, in turn, shall wire transfer any such funds received to the Selling Banks, in same day funds, for the sole account of the Selling Banks. Each Selling Bank hereby represents and warrants to each Buying Bank that such Selling Bank owns the Outstanding Credit Exposure being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Outstanding Credit Exposure, except for participations which will be extinguished upon payment to Selling Bank of an amount equal to the portion of the Outstanding Credit Exposure being sold by such Selling Bank. Each Buying Bank hereby acknowledges and agrees Asset Acceptance, LLC et al. Fourth Amendment to Credit Agreement that, except for each Selling Bank’s representations and warranties contained in the foregoing sentence, each such Buying Bank has entered into its Commitment and Acceptance with respect to such increase on the basis of its own independent investigation and has not relied upon, and the delivery of certificateswill not rely upon, evidence of corporate authority and legal opinions on behalf any explicit or implicit written or oral representation, warranty or other statement of the Borrower)Banks or the Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement shall be deemed or the other Loan Documents. The Borrowers hereby agree to be amended accordingly. All such additional Commitments compensate each Selling Bank for all losses, expenses and Term Loans shall be secured equally and ratably liabilities incurred by each Bank in connection with the other Loans hereundersale and assignment of any Eurodollar Loan hereunder on the terms and in the manner as set forth in Section 3.9.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at (i) At any time prior to the Facility Termination Datetime, the Borrower may, on the terms set forth below, may request that the Aggregate Commitment be increased, provided that, without the prior written consent of all of the Lenders, (a) the Aggregate Commitment hereunder be increased by an amount up to shall at no time exceed $200,000,000 and/or 200,000,000; (b) term loans the Borrower shall not previously have reduced the Aggregate Commitment; and (c) the Borrower shall not be issued hereunder (entitled to make such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable request more than twice. Such request shall be made in a written notice given to the Administrative Agent in an aggregate principal and the Lenders by the Borrower not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a "Commitment Increase Notice") shall specify the amount up to $200,000,000; provided, however, that (i) no such increase shall cause of the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an proposed increase in the Aggregate Commitment or issuance and the proposed effective date of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consentsuch increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment or issuance of Term Loans, Commitment. No Lender shall have any financial institution selected by the Borrower and the Arranger, and reasonably acceptable obligation to the Agent, may become a Lender or increase its Commitment pursuant to a Commitment Increase Notice. On or issue such Term Loans and may set prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount of by which it is willing to increase its Commitment or Term Loan, as applicable, at in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a level agreed "Lender Increase Notice"). Any Lender which does not submit a Lender Increase Notice to by the Borrower and Administrative Agent prior to the Agentexpiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Borrower in the Commitment Increase Notice, the Administrative Agent and the Arranger shall have the right, in consultation with the Borrower, to allocate the amount of increases necessary to meet the Borrower's Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Borrower, not later than three (3) Business Days prior to the proposed effective date the Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a "Lender" party hereto (a "Proposed New Lender") in connection with the Commitment Increase Notice. Any Proposed New Lender shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld). If the Borrower shall not have arranged any Proposed New Lender(s) to commit to the shortfall (if any) from the Lender Increase Notices, then the Borrower shall have the option to reduce the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices or to withdraw its Commitment Increase Notice. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Borrower and one the Lenders on or more before the Business Day immediately prior to the proposed effective date of the Lenders amount of each Lender's and Proposed New Lenders' Commitment (or other financial institutionsthe "Effective Commitment Amount") and the amount of the Aggregate Commitment, which amount shall agree upon such an be effective on the following Business Day. Any increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as subject to the Agent shall consider reasonably appropriate and following conditions precedent: (iiA) the Borrower shall furnish, if requested, a new Note to have obtained the consent thereto of each financial institution that is extending a new Commitment or Term Loan or increasing Guarantor and its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request reaffirmation of the financial institutions that are extending new Commitments and/or making Term Loans Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (including, without limitation, B) as of the Agent administering date of the reallocation Commitment Increase Notice and as of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such proposed effective date of the increase in the Aggregate Commitment, all representations and the delivery of certificateswarranties made by any Loan Party in any Loan Document shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, evidence of corporate authority and legal opinions on behalf of (C) the Borrower), this Agreement the Administrative Agent and each Proposed New Lender or Lender that shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.have

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at (a) At any time prior to the Facility Termination Maturity Date, the Borrower mayshall have the ability from time to time, on in consultation with the terms set forth belowAdministrative Agent, to request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance (each, a “Commitment Increase”); provided that (i) no Lender shall have any obligation to participate in any Commitment Increase, (ii) in no event shall the aggregate amount of Term Loans hereunder may only all Commitment Increases exceed $100,000,000, (iii) each such Commitment Increase shall be made at in a time when minimum principal amount of $25,000,000 and $10,000,000 increments in excess thereof, (iv) no Default or Unmatured Event of Default shall have occurred and be continuing or would result therefrom and from the proposed Commitment Increase, (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiv) the Borrower shall furnish, if requested, a new Note have delivered to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No the Administrative Agent such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution documents and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans certificates (including, without limitation, resolutions) as reasonably requested by the Agent administering the reallocation Administrative Agent, and (vi) each outstanding Syndicated Letter of any outstanding Revolving Loans ratably among the Lenders with Commitments after Credit shall have been exchanged for a new Syndicated Letter of Credit or amended, in each case giving effect to each the Commitment Increase. (b) The Administrative Agent shall promptly give notice of any requested increase to the Lenders. Each Lender shall notify the Administrative Agent within five (5) Business Days (or such increase in longer period of time as may be agreed upon by the Aggregate Commitment, Administrative Agent and the Borrower and communicated to the Lenders) from the date of delivery of certificatessuch notice to the Lenders whether or not it agrees to increase its Revolving Credit Commitment and, evidence of corporate authority and legal opinions on behalf of the Borrower)if so, this Agreement by what maximum amount. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. The Administrative Agent shall notify the Borrower of the Lenders’ responses to the requested increase. The Borrower may also invite additional Eligible Assignees which meet the requirements set forth in Section 13.10(b) to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. CHL:40759.7 (c) Upon the completion of each Commitment Increase, (i) entries in the Register will be amended accordingly. All such additional revised to reflect the revised Revolving Credit Commitments and Term Loans Revolving Credit Commitment Percentages of each of the Lenders (including each new Lender) and (ii) the outstanding Revolving Credit Loans, Syndicated L/C Obligations and Fronted L/C Obligations will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Revolving Credit Commitment Percentages and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall be secured equally pay any and ratably all costs required pursuant to Section 4.9 in connection with the other Loans hereundersuch reallocation as if such reallocation were a repayment.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at 2.22.1 At any time prior to the Facility Revolving Credit Termination Date, the Borrower mayshall have the ability, on in consultation with the terms set forth belowAgent, to request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase increases in the Aggregate Commitment or issuance of Term Loans hereunder may Commitment; provided that (A) no Lender shall have any obligation to increase its Commitment, (B) the Borrower shall only be made at permitted to request such an increase on four (4) separate occasions, (C) each such requested increase shall be in a time when minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to clause (D) below, (D) in no event shall the aggregate amount of all such increases exceed $200,000,000, (E) no Default or Unmatured Default shall have occurred and be continuing or would result therefrom from the proposed increase and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiF) the Borrower shall furnish, if requested, a new Note have obtained all necessary corporate authorizations and governmental approvals in order to each financial institution that is extending a new Commitment effect such increase. 2.22.2 The Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Agent within ten (10) Business Days (or Term Loan or increasing its Commitment. No such amendment shall require longer period of time which may be agreed upon by the approval or consent Agent and the Borrower and communicated to the Lenders) from the date of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among notice to the Lenders with Commitments after giving effect whether or not it agrees to each increase its Commitment and, if so, by what amount. Any Lender not responding within such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower of the Lenders’ responses to each request made hereunder. The Borrower may also invite additional Purchasers which meet the requirements set forth in Section 12.3.1 to become Lenders pursuant to a joinder agreement in the form attached hereto as Exhibit F. 2.22.3 The Aggregate Outstanding Credit Exposure will be amended accordingly. All reallocated on the effective date of such additional Commitments increase among the Lenders in accordance with their revised Pro Rata Shares (and Term Loans the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall be secured equally pay any and ratably all costs required pursuant to Section 3.4 in connection with the other Loans hereundersuch reallocation as if such reallocation were a repayment).

Increase of Aggregate Commitment. Subject to Section 2.5 So long as no Default or Event of Default shall have occurred and the other terms and conditions of this Agreementbe continuing, at any time prior to and including the Facility Termination third (3rd) anniversary of the Closing Date, the U.S. Borrower mayshall have the right, on in consultation with the terms set forth belowAdministrative Agent, request that from time to time and upon not less than fifteen (15) days prior written notice to the Administrative Agent to increase the Revolving Credit Commitment; provided that: (a) Each increase in the Aggregate Commitment hereunder shall be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount of at least $5,000,000 or a whole multiple of $5,000,000 in excess thereof up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an a maximum total increase in the Aggregate Commitment of $50,000,000. Increases in the Revolving Credit Commitment pursuant to this Section 2.9 shall not increase or issuance of Term Loans hereunder may only be made at a time when no Default otherwise affect the Canadian Dollar Commitment or Unmatured Default the Swingline Commitment. (i) Each existing Lender shall have occurred and the right, but not the obligation, to commit to all or a portion of the proposed increase, (ii) the failure by any existing Lender to respond to a request for such increase shall be continuing or would result therefrom deemed to be a refusal of such request by such existing Lender and (iii) no Lender’s Commitment shall be increasedif the Administrative Agent does not receive sufficient commitments from the existing Lenders to fund the entire amount of the proposed increase, nor shall any Lender have any commitment the U.S. Borrower may then solicit commitments from other banks, financial institutions or investment funds that are reasonably acceptable to make any Term Loan, under this Section 2.21 without its consent. In both the event of such a requested Administrative Agent and the U.S. Borrower. (c) Any increase in the Aggregate Commitment which is accomplished by increasing the Commitment of any Lender or issuance Lenders who are at the time of Term such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (i) this Agreement will be amended by the Parents, the Borrowers, the Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but notwithstanding Section 14.2 without any requirement that the consent of any other Lender be obtained) to reflect the revised Commitment of each of the Lenders, (ii) entries in the Register will be revised to reflect the revised Commitment and Commitment Percentage of each of the Lenders, (iii) the outstanding Revolving Credit Loans and Commitment Percentages of Canadian Dollar Loans, any financial institution selected by Swingline Loans and L/C Obligations will be reallocated on the Borrower effective date of such increase among the Lenders in accordance with their revised Commitment Percentages (and the ArrangerLenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall pay any and all reasonable, out-of-pocket costs required pursuant to Section 4.11 in connection with such reallocation as if such reallocation were a repayment) and reasonably acceptable (iv) if requested by such Lender or Lenders, the Borrowers will deliver new Revolving Credit Note(s) to the Agent, may become a Lender or increase its Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment or issue of such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders Lender(s). (or other financial institutionsd) shall agree upon such an Any increase in the Aggregate Commitment and/or issuance which is accomplished by addition of Term Loans a new Lender or Lenders under the Agreement shall be accomplished as follows: (i) each new Lender shall be an Eligible Assignee and shall be subject to the consent of the Administrative Agent and the U.S. Borrower, on behalf of itself and the Foreign Borrowers, which consents shall not be unreasonably withheld, (ii) this Agreement will be amended by the Parents, the Borrowers, the Administrative Agent and each new Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing (but notwithstanding Section 14.2 without any requirement that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any other Lender whose be obtained) to reflect the addition of each new Lender as a Lender hereunder, (iii) entries in the Register will be revised to reflect the revised Commitment is not being increased. Upon and Commitment Percentages of each of the execution Lenders (including each new Lender), (iv) the outstanding Revolving Credit Loans and delivery Commitment Percentages of Canadian Dollar Loans, Swingline Loans and L/C Obligations will be reallocated on the effective date of such amendment increase among the Revolving Credit Lenders (including each new Lender) in accordance with their revised Commitment Percentages (and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall pay any and all reasonable, out-of-pocket costs required pursuant to Section 4.11 in connection with such reallocation as provided above, if such reallocation were a repayment) and upon satisfaction of such other conditions as the Agent may reasonably specify upon (v) at the request of the financial institutions that are extending any new Commitments and/or making Term Loans (including, without limitationLender, the Agent administering the reallocation of any outstanding Borrowers will deliver a Revolving Loans ratably among the Lenders with Commitments after giving effect Credit Note to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereundernew Lender.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, The Company at any time prior to the Facility Termination Date, the Borrower its option may, on the terms set forth belowfrom time to time, request that (a) seek to increase the Aggregate Commitment hereunder be increased by an amount up to an aggregate amount of $200,000,000 300,000,000 (resulting in a maximum Aggregate Commitment of $1,100,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase (which shall not be less than $25,000,000) and shall certify that no Default or Unmatured Default has occurred and is continuing. After delivery of such notice, the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the Aggregate Commitment on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) to other lenders or entities reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; providedAdministrative Agent, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in Issuers and the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an Company. No increase in the Aggregate Commitment shall become effective until the existing or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default new Lenders extending such incremental Commitment amount and the Company shall have occurred delivered to the Administrative Agent a document in form and be continuing or would result therefrom substance reasonably satisfactory to the Administrative Agent pursuant to which (i) any such existing Lender agrees to the amount of its Commitment increase, (ii) any such new Lender agrees to its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, (iii) no Lender’s Commitment shall be increasedthe Company accepts such incremental Commitments, nor shall (iv) the effective date of any Lender have increase in the Commitments is specified and (v) the Company certifies that on such date the conditions for a new Loan set forth in Section 4.2 are satisfied. Upon the effectiveness of any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loanspursuant hereto, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender (new or other financial institution increasing its Commitment existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or extending existing Lender accepting a new Commitment or Term increased Commitment, of an interest in each then outstanding Loan shall enter into an amendment to this Agreement setting (in each case, on the terms and conditions set forth in the amounts of the Commitments Assignment and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate Assumption) and (ii) the Borrower Swingline Exposure and LC Exposure of the existing and new Lenders shall furnishbe automatically adjusted such that, if requestedafter giving effect to such assignments and adjustments, a new Note all Outstanding Credit Exposure hereunder is held ratably by the Lenders in proportion to each financial institution that is extending a new their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and facility and Letter of Credit fees relating to such principal amount. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 3.3, be deemed prepayments of such Loan. Any increase of the Aggregate Commitment or Term Loan or increasing its Commitmentpursuant to this Section shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such (other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among than the Lenders with Commitments after giving effect agreeing to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement new or increased Commitments) shall be deemed required for any incremental Commitment provided or Loan made pursuant to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunderthis Section 2.5.3.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at (i) At any time prior to the Facility Termination Datetime, the Borrower may, on the terms set forth below, may request that the Aggregate Commitment be increased, provided that, (a) the Aggregate Commitment hereunder be increased by shall at no time exceed an amount up equal to $200,000,000 and/or 600,000,000 minus the aggregate amount of reductions to the Aggregate Commitment during the term of this Agreement; and (b) term loans the Borrower shall not be issued hereunder (entitled to make such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable request more than four times. Such request shall be made in a written notice given to the Administrative Agent in an aggregate principal and the Lenders by the Borrower not less than fifteen (15) Business Days prior to the proposed effective date of such increase, which notice (a "Commitment Increase Notice") shall specify the amount up to $200,000,000; provided, however, that (i) no such increase shall cause of the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an proposed increase in the Aggregate Commitment or issuance and the proposed effective date of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consentsuch increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment or issuance of Term Loans, Commitment. No Lender shall have any financial institution selected by the Borrower and the Arranger, and reasonably acceptable obligation to the Agent, may become a Lender or increase its Commitment pursuant to a Commitment Increase Notice. On or issue such Term Loans and may set prior to the date that is ten (10) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount of by which it is willing to increase its Commitment or Term Loan, as applicable, at in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a level agreed "Lender Increase Notice"). Any Lender which does not submit a Lender Increase Notice to by the Borrower and Administrative Agent prior to the Agentexpiration of such ten (10) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Borrower in the Commitment Increase Notice, the Administrative Agent and the Arranger shall have the right, in consultation with the Borrower, to allocate the amount of increases necessary to meet the Borrower's Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Borrower, not later than three (3) Business Days prior to the proposed effective date the Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a "Lender" party hereto (a "Proposed New Lender") in connection with the Commitment Increase Notice. Any Proposed New Lender shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld). If the Borrower shall not have arranged any Proposed New Lender(s) to commit to the shortfall (if any) from the Lender Increase Notices, then the Borrower shall have the option to reduce the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices or to withdraw its Commitment Increase Notice. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Borrower and one the Lenders on or more before the Business Day immediately prior to the proposed effective date of the Lenders amount of each Lender's and Proposed New Lenders' Commitment (or other financial institutionsthe "Effective Commitment Amount") and the amount of the Aggregate Commitment, which amount shall agree upon such an be effective on the following Business Day. Any increase in the Aggregate Commitment and/or issuance shall be subject to the following conditions precedent: (A) the Borrower shall have obtained the consent thereto of Term Loans each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (iB) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties made by any Loan Party 20 in any Loan Document shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (C) the Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a "Commitment" in support of such increase in the Aggregate Commitment shall have executed and delivered a "Commitment and Acceptance" substantially in the form of Exhibit I hereto, (D) counsel for the Borrower and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (E) the Borrower and each Proposed New Lender shall otherwise have executed and delivered such other financial institution instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders whose Commitment is increasing its in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Borrower. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment or extending that is provided by a new Commitment or Term Loan Proposed New Lender, such Proposed New Lender shall enter into an amendment be a party to this Agreement setting forth as a Lender and shall have the amounts rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and part of any Lender to increase its Commitment hereunder at any time. (ii) For purposes of this clause (ii), (A) the Borrower term "Buying Lender(s)" shall furnish, if requested, a new Note mean (1) each Lender the Effective Commitment Amount of which is greater than its Commitment prior to the effective date of any increase in the Aggregate Commitment and (2) each financial institution Proposed New Lender that is extending a new allocated an Effective Commitment or Term Loan or increasing its Commitment. No such amendment Amount in connection with any Commitment Increase Notice, and (b) the term "Selling Lender(s)" shall require the approval or consent of any mean each Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions increased from that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving in effect prior to each such increase in the Aggregate Commitment. Effective on the effective date of any increase in the Aggregate Commitment pursuant to clause (i) above, each Selling Lender hereby sells, grants, assigns and conveys to each Buying Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage of such Selling Lender's right, title and interest in and to its Outstanding Credit Exposure (the "Transferred Credit") in the respective dollar amounts and percentages necessary so that, from and after such sale, each such Selling Lender's Outstanding Credit Exposure shall equal such Selling Lender's Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the Aggregate Outstanding Credit Exposure. Effective on the effective date of the increase in the Aggregate Commitment pursuant to clause (i) above, each Buying Lender hereby purchases and accepts such grant, assignment and conveyance of the Transferred Credit from the Selling Lenders. Each Buying Lender hereby agrees that its respective purchase price for the Transferred Credit purchased hereby shall equal the respective dollar amount necessary so that, from and after such payments, each Buying Lender's Outstanding Credit Exposure shall equal such Buying Lender's Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the Aggregate Outstanding Credit Exposure. Such amount shall be payable on the effective date of the increase in the Aggregate Commitment by wire transfer of immediately available funds to the Administrative Agent. The Administrative Agent, in turn, shall wire transfer any such funds received to the Selling Lenders, in same day funds, for the sole account of the Selling Lenders. Each Selling Lender hereby represents and warrants to each Buying Lender that such Selling Lender owns the Outstanding Credit Exposure being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Outstanding Credit Exposure, except for participations which will be extinguished upon payment to Selling Lender of an amount equal to the portion of the Outstanding Credit Exposure being sold by such Selling Lender. Each Buying Lender hereby acknowledges and agrees that, except for each Selling Lender's representations and warranties contained in the foregoing sentence, each such Buying Lender has entered into its Commitment and Acceptance with respect to such increase on the basis of its own independent investigation and has not relied upon, and the delivery of certificateswill not rely upon, evidence of corporate authority and legal opinions on behalf any explicit or implicit written or oral representation, warranty or other statement of the Borrower)Lenders or the Administrative Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement shall be deemed or the other Loan Documents. The Borrower hereby agrees to be amended accordingly. All such additional Commitments compensate each Selling Lender for all losses, expenses and Term Loans shall be secured equally and ratably liabilities incurred by each Lender in connection with the other Loans hereundersale and assignment of any Eurodollar Loan hereunder on the terms and in the manner as set forth in Section 3.4.

Increase of Aggregate Commitment. Subject Borrowers may, by written notice to Section 2.5 the Agent Bank and the other terms and conditions of this AgreementLenders, at any time prior to the Facility Termination Date, the Borrower may, on the terms set forth below, request that (a) increase the Aggregate Commitment hereunder be increased by an amount up to the maximum aggregate principal amount of Three Hundred Fifty Million Dollars ($200,000,000 and/or 350,000,000.00); provided that (bi) term loans be issued hereunder the First Anniversary Date has not then occurred, (such term loans being “Term Loans”ii) on terms and conditions (includingthe obligation to fund the increase in the Aggregate Commitment amount is assumed by a Lender or Lenders then party to this Credit Agreement or by a Person or Persons that are Eligible Assignees, without limitationin each case acceptable to Borrowers and, pricingin the latter case, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent Bank, and in each instance evidenced in writing by execution of an aggregate principal amount up Assumption and Consent Agreement in the form of Exhibit K attached hereto, executed by such assuming Lender or Eligible Assignee, Agent Bank and Borrowers, provided that no Lender shall have any obligation to $200,000,000increase its Syndication Interest in effect as of the Closing Date, (iii) such Person concurrently purchases a Pro Rata Share of the Funded Outstandings from the Lenders party to the Credit Agreement (and each Lender hereby agrees to sell such a share at par value to such Person) that is equivalent to the increased new Pro Rata Share of such Person after giving effect to the increase in the Aggregate Commitment; provided, howeverno Breakage Charges, that as defined in Section 2.07(c), shall be payable by Borrowers in connection with the first two, but only the first two, increases of the Aggregate Commitment, (iiv) PRMA executes and delivers, subject to approval of the Gaming Authorities, a duly executed Stock Pledge (Gaming) in favor of Agent Bank, together with the original stock certificates for all issued and outstanding shares of stock of the Strip JV, to Agent Bank on behalf of Lenders or into an escrow pending approval of the Gaming Authorities, (v) PRMA pays Agent Bank the appropriate fees as set forth in the Fee Side Letter, (vi) no such increase shall cause increase the aggregate of the amount of the Aggregate Commitment plus all Term Loans and the amount of the Funded Outstandings held by any other Lender absent the express written consent of that Lender, and (vii) Borrowers, at Borrowers' expense, shall cause the Title Insurance Policy to exceed (x) $625,000,000 minus (y) any reduction in be endorsed with an 108.8 or other appropriate endorsement for the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect purpose of any Term Loans, (ii) an increasing the policy insured amount by the amount of the increase to the Aggregate Commitment. Giving effect to such increase in the Aggregate Commitment or issuance and purchase of Term Loans hereunder may only a Pro Rata Share of the Funded Outstandings, adjustments shall be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more Pro Rata Shares of the Lenders (or other financial institutions) and the Pro Rata Shares of Funded Outstandings such that the Pro Rata Shares of each Lender shall agree upon be identical to its Pro Rata Share of the Funded Outstandings. The Agent Bank shall promptly thereafter prepare and circulate to Borrowers and the Banks a revised Schedule of Lenders' Proportions in Credit Facility reflecting such an increase increased Aggregate Commitment and the revised Pro Rata Shares of the Lenders in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this AgreementCredit Facility, and setting forth such additional provisions as revised Schedule of Lenders' Proportions in Credit Facility shall supersede and replace the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent then existing Schedule of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase Lenders' Proportions in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunderCredit Facility.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at 2.22.1 At any time subsequent to the Closing Date and prior to the Facility Revolving Credit Termination Date, the Borrower mayshall have the right to request, on in consultation with the terms set forth belowAgent, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase effectuate increases in the Aggregate Commitment without the consent of any Lender other than a Lender that is increasing its Commitment in connection with such request, which such Lender can be an existing Lender or issuance a New Lender that is an Eligible Assignee, and in the case such request is made to any new Lender, the Agent, the Swing Line Lender and all LC Issuers (which consent in the case of Term Loans hereunder may only the Agent, the Swing Line Lender and the LC Issuers shall not be made at unreasonably withheld or delayed); provided that (A) no Lender shall have any obligation to increase its Commitment, (B) unless the Agent otherwise consents, each such requested increase shall be in a time when minimum principal amount of $15,000,000 or, if less, the remaining amount permitted pursuant to clause (C) below, (C) in no event shall the aggregate amount of all such increases result in the Aggregate Commitment exceeding $700,000,000, (D) as of the date of such proposed increase, no Default or Unmatured Default shall have occurred and be continuing or would result therefrom from the proposed increase and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiE) the Borrower shall furnish, if requested, a new Note have obtained all necessary corporate authorizations and governmental approvals in order to each financial institution that is extending a new Commitment effect such increase. 2.22.2 The Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Agent within ten (10) Business Days (or Term Loan or increasing its Commitment. No such amendment shall require longer period of time which may be agreed upon by the approval or consent Agent and the Borrower and communicated to the Lenders) from the date of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among notice to the Lenders with Commitments after giving effect whether or not it agrees to each increase its Commitment and, if so, by what amount. Any Lender not responding within such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower of the Lenders’ responses to each request made hereunder. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in the form attached hereto as Exhibit D. 2.22.3 The Aggregate Outstanding Credit Exposure will be amended accordingly. All reallocated on the effective date of such additional Commitments increase among the Lenders in accordance with their revised Pro Rata Shares (and Term Loans the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall be secured equally pay any and ratably all costs required pursuant to Section 3.4 in connection with the other Loans hereundersuch reallocation as if such reallocation were a repayment).

Increase of Aggregate Commitment. Subject Effective as of the Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 2.5 and 3 below: 1.1. The Commitments of the other terms and conditions Lenders electing to increase their respective Commitments in accordance with Section 2.21 of this Agreementthe Credit Agreement (each, at any time an “Increasing Lender”) are amended as set forth on Annex I hereto. Any new Lender signatory hereto which was not party to the Credit Agreement prior to the Facility Termination Datedate hereof (each, a “New Lender”) shall be deemed to be a Lender for all purposes under the Borrower may, on the terms Credit Agreement and each such New Lender’s Commitment is set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms Annex I hereto. 1.2. Each Increasing Lender and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable New Lender shall make available to the Agent such amounts in an aggregate principal amount up immediately available funds as the Agent shall determine, for the benefit of the other Lenders, as being required in order to $200,000,000; providedcause, howeverafter giving effect to the Commitment Increase and the use of such amounts to make payments to such other Lenders, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no each Lender’s Commitment portion of the outstanding Revolving Loans of all the Lenders to equal its Pro Rata Share. The Borrower shall be increaseddeemed to have repaid and reborrowed all outstanding Revolving Loans as of the Effective Date (with such reborrowing to consist of the Types of Advances, nor shall any Lender have any commitment to make any Term Loanwith related Interest Periods if applicable, under this Section 2.21 without its consent. In the event of such specified in a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected Borrowing Notice delivered by the Borrower and in accordance with the Arranger, and reasonably acceptable requirements of Section 2.8). The deemed payments made pursuant to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agentprepaid. In the event that any deemed payment made pursuant to this Section 1.2 occurs other than on the last day of the related Interest Period related to any Revolving Loan, each Lender party hereto hereby waives any indemnification by the Borrower and one or more pursuant to the provisions of the Lenders (or other financial institutions) shall agree upon Section 3.4 solely with respect to any such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunderLoan.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at 2.22.1 At any time prior to the Facility Revolving Credit Termination Date, the Borrower mayshall have the right to request, on in consultation with the terms set forth belowAgent, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase effectuate increases in the Aggregate Commitment or issuance without the consent of Term Loans hereunder may only any Lender (other than a Lender that is increasing its Commitment in connection with such request); provided that (A) no Lender shall have any obligation to increase its Commitment, (B) unless the Agent otherwise consents, each such requested increase shall be made at in a time when minimum principal amount of $15,000,000 or, if less, the remaining amount permitted pursuant to clause (C) below, (C) in no event shall the aggregate amount of all such increases result in the Aggregate Commitment exceeding $550,000,000, (D) as of the date of such proposed increase, no Default or Unmatured Default shall have occurred and be continuing or would result therefrom from the proposed increase and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiE) the Borrower shall furnish, if requested, a new Note have obtained all necessary corporate authorizations and governmental approvals in order to each financial institution that is extending a new Commitment effect such increase. 2.22.2 The Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Agent within ten (10) Business Days (or Term Loan or increasing its Commitment. No such amendment shall require longer period of time which may be agreed upon by the approval or consent Agent and the Borrower and communicated to the Lenders) from the date of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among notice to the Lenders with Commitments after giving effect whether or not it agrees to each increase its Commitment and, if so, by what amount. Any Lender not responding within such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower of the Lenders' responses to each request made hereunder. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in the form attached hereto as Exhibit D. 2.22.3 The Aggregate Outstanding Credit Exposure will be amended accordingly. All reallocated on the effective date of such additional Commitments increase among the Lenders in accordance with their revised Pro Rata Shares (and Term Loans the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall be secured equally pay any and ratably all costs required pursuant to Section 3.4 in connection with the other Loans hereundersuch reallocation as if such reallocation were a repayment).

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at 2.22.1 At any time subsequent to the Closing Date and prior to the Facility Revolving Credit Termination Date, the Borrower mayshall have the right to request, on in consultation with the terms set forth belowAgent, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase effectuate increases in the Aggregate Commitment without the consent of any Lender other than a Lender that is increasing its Commitment in connection with such request, which such Lender can be an existing Lender or issuance a New Lender that is an Eligible Assignee, and in the case such request is made to any new Lender, the Agent, the Swing Line Lender and all LC Issuers (which consent in the case of Term Loans hereunder may only the Agent, the Swing Line 47 Lender and the LC Issuers shall not be made at unreasonably withheld or delayed); provided that (A) no Lender shall have any obligation to increase its Commitment, (B) unless the Agent otherwise consents, each such requested increase shall be in a time when minimum principal amount of $15,000,000 or, if less, the remaining amount permitted pursuant to clause (C) below, (C) in no event shall the aggregate amount of all such increases result in the Aggregate Commitment exceeding $700,000,000, (D) as of the date of such proposed increase, no Default or Unmatured Default shall have occurred and be continuing or would result therefrom from the proposed increase and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (iiE) the Borrower shall furnish, if requested, a new Note have obtained all necessary corporate authorizations and governmental approvals in order to each financial institution that is extending a new Commitment effect such increase. 2.22.2 The Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Agent within ten (10) Business Days (or Term Loan or increasing its Commitment. No such amendment shall require longer period of time which may be agreed upon by the approval or consent Agent and the Borrower and communicated to the Lenders) from the date of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among notice to the Lenders with Commitments after giving effect whether or not it agrees to each increase its Commitment and, if so, by what amount. Any Lender not responding within such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower of the Lenders’ responses to each request made hereunder. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in the form attached hereto as Exhibit D. 2.22.3 The Aggregate Outstanding Credit Exposure will be amended accordingly. All reallocated on the effective date of such additional Commitments increase among the Lenders in accordance with their revised Pro Rata Shares (and Term Loans the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall be secured equally pay any and ratably all costs required pursuant to Section 3.4 in connection with the other Loans hereundersuch reallocation as if such reallocation were a repayment).

Increase of Aggregate Commitment. Subject (a) The Borrower may from time to Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date, the Borrower maytime, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by to an amount up not to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to exceed $200,000,000; provided, -------- however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only shall be ------- made (i) at a time when no a Default or Unmatured Default shall have occurred and be continuing continuing, or would result therefrom and (iiiii) no Lender’s at any time after the Aggregate Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. has been reduced. (b) In the event of such a requested increase in the Aggregate Commitment, then the Borrower shall consult with the Agent and the Arranger as to the number, identity and requested Commitments of financial institutions (which may or may not then be Lenders) which the Arranger may invite to participate in the Commitments. (c) No Lender shall have any obligation to increase its Commitment or issuance of Term Loans, any financial institution selected pursuant to a request by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. hereunder. (d) In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicableCommitments, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under of this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions condition as the Agent may reasonably specify upon the request of the financial institutions that are increasing or extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.

Increase of Aggregate Commitment. Subject to Section 2.5 and the other terms and conditions of this Agreement, at At any time prior to the Facility Revolving Credit Termination Date, the Borrower may, on Company shall have the terms set forth below, request that right from time to time upon not less than thirty (a30) days’ prior written notice to the Administrative Agent to increase the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000Commitment; provided, however, provided that (i) no as of the date of each such request and on the date each such increase takes effect, (A) the representations and warranties contained in Article V shall cause be true and correct (other than the Aggregate Commitment plus all Term Loans to exceed representations and warranties contained in Section 5.5 and Section 5.11(b)) and (xB) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 no Unmatured Event of Default or Event of Default shall have occurred and all theretofore scheduled principal payments be continuing, or prepayments in respect of any Term Loanswould result from such increase, (ii) no Lender shall have any obligation to increase its Commitment, (iii) the Company shall only be permitted to request such an increase on three (3) separate occasions, (iv) each such requested increase shall be in a minimum principal Dollar Amount of $30,000,000 or any whole multiple of $10,000,000 in excess thereof and (v) in no event shall the Aggregate Commitment at any time exceed $900,000,000; provided further that: (a) Any increase in the Aggregate Commitment which is accomplished by increasing the Commitment(s) of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (i) this Agreement will be amended by the Company, the Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitment amounts of each of the Lenders, (ii) the Administrative Agent will deliver an updated Schedule 1.1 to the Company and each of the Lenders reflecting the revised Aggregate Commitment amount and Commitment Percentage of each of the Lenders, (iii) the outstanding Revolving Credit Loans will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Company shall pay any and all costs required pursuant to Section 3.9 in connection with such reallocation as if such reallocation were a repayment), (iv) if requested, the Company will deliver new Revolving Credit Note(s) to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment amount of such Lender(s) and (v) the Company and each such Lender shall execute and deliver to the Administrative Agent, a Lender Addition and Acknowledgment Agreement (“Lender Addition and Acknowledgment Agreement”) substantially in the form of Exhibit F attached hereto; (b) Any increase in the Aggregate Commitment which is accomplished by addition of a new Lender under this Agreement shall be accomplished as follows: (i) such new Lender shall be subject to the consent of the Administrative Agent and the Company, which consent shall not be unreasonably withheld, (ii) this Agreement will be amended by the Company, the Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender hereunder, (iii) the Administrative Agent will deliver an updated Schedule 1.1 to the Company, and each of the Lenders reflecting the revised Aggregate Commitment amount and Commitment Percentage of each of the Lenders, (iv) the outstanding Revolving Credit Loans will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Company shall pay any and all costs required pursuant to Section 3.9 in connection with such reallocation as if such reallocation were a repayment), (v) if requested the Company will deliver a Revolving Credit Note to such new Lender and (vi) the Company and each such new Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Addition and Acknowledgment Agreement substantially in the form of Exhibit F attached hereto. (c) Notwithstanding anything to the contrary contained in this Agreement, upon any voluntary reduction of the Aggregate Commitment pursuant to Section 2.6(a), the Company shall no longer have the option to request an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment pursuant to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder2.8.

Increase of Aggregate Commitment. Subject The Company at its option may, from time to Section 2.5 and the other terms and conditions of this Agreementtime, at any time prior seek to the Facility Termination Date(i) request one or more term loans (each an “Incremental Term Loan” and, collectively, the Borrower may, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Incremental Term Loans”) on terms and conditions and/or (including, without limitation, pricing, amortization, prepayment and related interest rate hedgingii) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Revolving Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in each such increase, an “Incremental Revolving Commitment” and, together with the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Incremental Term Loans, the “Incremental Facilities”) by up to an aggregate amount of $500,000,000 upon at least three (ii3) an increase in Business Days’ prior written notice to the Aggregate Commitment or issuance Administrative Agent, which notice shall specify the amount of Term Loans hereunder may only any such Incremental Facility (which shall not be made at a time when less than $25,000,000) and shall certify that no Default or Unmatured Default shall have has occurred and is continuing. After delivery of such notice, the Company, in consultation with the Administrative Agent, may offer the Incremental Facility (which may be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall declined by any Lender have any commitment in its sole discretion) on either a ratable basis to make any Term Loan, under this Section 2.21 without its consent. In the event of such Lenders or on a requested increase in the Aggregate Commitment non pro-rata basis to one or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and more Lenders and/or to other lenders or entities reasonably acceptable to the Administrative Agent, may the Issuers (in the case of an Incremental Revolving Commitment) and the Company. No Incremental Facility shall become effective until the existing or new Lenders extending such Incremental Facility and the Company shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent and the Company pursuant to which (i) any such existing Lender providing or increase its Commitment or issue increasing a commitment in respect of such Term Loans and may set Incremental Facility agrees to the amount of its Commitment or Term Loanportion 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 lender hereunder, as applicable, at a level agreed to (iii) the Company accepts such Incremental Facility, (iv) the effective date of any Incremental Facility is specified by the Borrower Company and the lenders providing or increasing their respective commitments in respect of such Incremental Facility and (v) the Company certifies that on such date the conditions for a new Loan set forth in Section 4.2 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 Loans hereunder, except that (A) the Company and the Administrative Agent may amend this Agreement and the other Loan Documents to implement such mechanical and conforming changes as the Company and the Administrative Agent deem appropriate, (B) the maturity date of any Incremental Term Loan shall be no earlier than the Revolving Facility Termination Date, (C) the interest rate margins and other economic terms, amortization schedule, prepayment terms, borrower and currency applicable to any Incremental Term Loan shall be determined by the Company and the lenders thereunder and (D) the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants or other provisions applicable only to periods after the Revolving Facility Termination Date. 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 each Borrower, each lender under such Incremental Term Loan and the Administrative Agent, in each case without the need to obtain the consent of any other Person. In Each Incremental Term Loan Amendment may effect such amendments to this Agreement and the event that other Loan Documents as may be necessary or appropriate, in the Borrower and one or more reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section. The Lenders (or other financial institutions) shall agree upon hereby irrevocably authorize the Administrative Agent to enter into such an increase in Incremental Term Loan Amendments. Upon the Aggregate effectiveness of any Incremental Revolving Commitment and/or issuance of Term Loans pursuant hereto, (i) each revolving Lender (new or existing) shall be deemed to have accepted an assignment at par from the Borrowerexisting revolving Lenders, and the Agent and existing revolving Lenders shall be deemed to have made an assignment at par to each new or existing revolving Lender or other financial institution increasing its Commitment or extending accepting a new Commitment or Term increased Revolving Commitment, of an interest in each then outstanding Loan shall enter into an amendment to this Agreement setting (in each case, on the terms and conditions set forth in the amounts of the Commitments Assignment and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate Assumption) and (ii) the Borrower Swingline Exposure and LC Exposure of the existing and new revolving Lenders shall furnishbe automatically adjusted such that, if requestedafter giving effect to such assignments and adjustments, a new Note all Outstanding Revolving Credit Exposure hereunder is held ratably by the revolving Lenders in proportion to each financial institution that is extending a new Commitment or Term their respective Revolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and facility and Letter of Credit fees relating to such principal amount. Payments received by assigning revolving Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan or increasing its Commitmentshall, for purposes of Section 3.3, be deemed prepayments of such Loan. Any Incremental Facility pursuant to this Section shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased(other than the Lenders agreeing to new or increased commitments) shall be required for any Incremental Facility provided or Loan made pursuant to this Section 2.5.3. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request The Company acknowledges that $200,000,000 of the financial institutions permitted Incremental Facilities were utilized on the First Amendment Effective Date so that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf only $300,000,000 of the Borrower), this Agreement shall additional Incremental Facilities may be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunderrequested thereafter.