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 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 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 (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 2.11(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 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 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 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 Borrower, Borrowers shall have obtained the Agent consent thereto of each Guarantor and each Lender or any 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 guarantor of the Commitments Obligations and Term Loansits reaffirmation of the Loan Document(s), as applicableif any, as so increasedexecuted by it, providing that the financial institutions extending new Commitments or Term Loans which consent and reaffirmation shall be Lenders for all purposes under this Agreementin writing and in form and substance reasonably satisfactory to the Agent, and setting forth such additional provisions (B) 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, date of the Agent administering Commitment Increase Notice and as of the reallocation proposed effective date of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such 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 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 guarantors shall have provided to the Agent supplemental opinions in form and substance reasonably satisfactory to the Agent, and (E) the Borrowers and the delivery 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 certificatessuch increase in the Aggregate Commitment in connection with any such increase, evidence of corporate authority and legal opinions on behalf 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 Borrower)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 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 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 Bank to increase its Commitment hereunder at any time.

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 (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 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 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 delivery Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a "Commitment" in support of certificatessuch increase in the Aggregate Commitment shall have executed and delivered a "Commitment and Acceptance" substantially in the form of Exhibit I hereto, evidence of corporate authority (D) counsel for the Borrower and legal for the Guarantors shall have provided to the Administrative Agent supplemental opinions on behalf 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 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 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 Borrower)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 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. 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 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 Borrower and one or more aggregate increases of the Lenders (or other financial institutions) shall agree upon such an increase Commitments set forth in the Aggregate Lender Increase Notices exceeds the amount requested by the Borrower in the Commitment and/or issuance of Term Loans (i) 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 and each Lender or other of any financial institution increasing its that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment or extending a new Commitment or Term Loan Increase Notice. Any Proposed New Lender shall enter into an amendment be subject to this Agreement setting forth the amounts consent of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans Administrative Agent (which consent shall not be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) unreasonably withheld). If the Borrower shall furnishnot have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, 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 then 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 Borrower shall be deemed to be amended accordinglyhave reduced the amount of the Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. All such additional Commitments Based upon the Lender Increase Notices, any allocations made in connection therewith and Term Loans any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Borrower and the Lenders on or 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 secured equally and ratably with effective on the other Loans hereunder.following Business Day. Any increase in the aggregate Commitment shall be subject to the following conditions:

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.

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 (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 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 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 Loans400,000,000, (ii) the Combined Commitment at no time shall exceed $750,000,000, (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 SECTION 2.11(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 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 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 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 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 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 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 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 At any time prior to the Facility Commitment Termination Date, 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 Loans350,000,000, (ii) the Combined Commitment at no time shall exceed $750,000,000, (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 SECTION 2.11(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 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 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 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 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.