Common use of Increase of Commitments Clause in Contracts

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000.

Increase of Commitments. (a) If no Default or Default, Event of Default or Material Adverse Change shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since at the Effective Datetime of delivery of the Commitment Increase Notice, the Borrowers Borrower may at any time and from time to time prior to the Maturity Date request one or more increases an increase of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving aggregate Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, that (i) none each such increase shall be at least $10,000,000, (ii) the cumulative increase in Commitments after the Effective Date pursuant to this Section 2.19 shall not exceed $200,000,000 without the approval of the US Revolving CommitmentRequired Lenders, (iii) the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may not be increased without such Revolving Lender’s consent, and (iiiv) the aggregate amount of the Lenders’ Commitments as so increased shall not exceed $175,000,0001,200,000,000 without the approval of the Required Lenders. Following any Commitment Increase Notice, (iii) any increase the Borrower may, in either the Canadian Revolving Commitment or the UK Revolving Commitmentits sole discretion, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without but with the consent of the Administrative Agent Agent, each Issuing Bank and the Swingline Lender as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed) (v) that ), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of the Revolving increased Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 paragraph (b) or (c) below, as applicable. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer such increased Commitments to certain existing Lenders, to the additional banks or financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to notify such Borrower exceed the amount proposed lenders of the aggregate Revolving Commitments opportunity to such Borrower before giving effect to such increase), and (vi) the aggregate amount participate in all or a portion of such increases during the term of this Agreement shall not exceed $25,000,000increased Commitments.

Increase of Commitments. Provided there exists no Default or Event of Default, the Borrowers may request an increase in the amount of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts by offering to the Banks or to other prospective Banks that can make the representation and warranty contained in Section 8.12 acceptable to the Administrative Agent (a“Prospective Banks”) If the opportunity to increase their Commitments or to extend Commitments hereunder; provided, however, the Borrowers shall not request an increase that would cause the aggregate Commitment Amounts after giving effect to such increase to exceed $3,000,000,000. Any such request shall be sent to the Banks, the Prospective Banks and the Administrative Agent and shall (A) refer to this Agreement, (B) specify (i) the aggregate amount of the increase that is sought in the Tranche A Commitment Amount and/or the Tranche B Commitment Amount and (ii) the name of each Bank and Prospective Bank to which the opportunity to increase or extend a Tranche A Commitment and/or a Tranche B Commitment is to be offered and the amount of such offer, and (C) request that Banks wishing to increase their Tranche A Commitment Amount and/or their Tranche B Commitment Amount and Prospective Banks wishing to extend new Tranche A Commitments and/or Tranche B Commitments notify the Administrative Agent within 14 days of the date of the Borrowers’ request. For the avoidance of doubt, no Bank shall be required to increase its Commitment. The increase in the Commitment of each Bank that agrees to increase such Commitment under this Section 2.17 shall be effective three (3) Business Days (or such other date as is acceptable to the Borrower and the Administrative Agent) after the fourteenth day following the date of the Borrower’s request without any further action by the Banks or any amendment to the agreement. Upon the effectiveness of any increase in a Bank’s Commitment, (i) Schedule 1 shall be deemed to have been amended to reflect the increase in such Bank’s Tranche A Commitment Amount and/or Tranche B Commitment Amount, (ii) if any Tranche A Loans are outstanding under this Agreement, such Tranche A Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Bank’s increase in Tranche A Commitment Percentage of such Tranche A Loans, for further distribution to the other Tranche A Banks according to their Tranche A Commitment Percentages and (iii) if any Tranche B Loans are outstanding under this Agreement, such Tranche B Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Bank’s increase in Tranche B Commitment Percentage of such Tranche B Loans, for further distribution to the other Tranche B Banks according to their Tranche B Commitment Percentages. Each Prospective Bank that accepts the Borrower’s offer to extend a Tranche A Commitment Amount and/or Tranche B Commitment Amount shall become a party to this Agreement on such date or dates as may be mutually satisfactory to such Prospective Bank, the Borrowers and the Administrative Agent, subject to the Administrative Agent’s receipt of a duly completed and executed Accession Agreement substantially in the form of Exhibit H hereto. Upon the effectiveness of any Accession Agreement to which any Prospective Bank is a party, (i) such Prospective Bank shall be entitled to all rights, benefits and privileges accorded an Applicable Bank hereunder; (ii) Schedule 1 shall be deemed to have been amended to reflect the Tranche A Commitment amount and/or Tranche B Commitment Amount of the additional Bank as provided in the Accession Agreement; (iii) if any Tranche A Loans are outstanding under this Agreement, the Prospective Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Prospective Bank’s Tranche A Commitment Percentage of such Tranche A Loans, for further distribution to the Tranche A Banks according to their Tranche A Commitment Percentages; and (iv) if any Tranche B Loans are outstanding under this Agreement, the Prospective Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Prospective Bank’s Tranche B Commitment Percentage of such Tranche B Loans, for further distribution to the Tranche B Banks according to their Tranche B Commitment Percentages. Notwithstanding the foregoing, no increase in a Bank’s Commitment and no accession of a Prospective Bank shall become effective until such time as the Administrative Agent shall have received (1) evidence in form and substance satisfactory to the Administrative Agent that each Borrower has taken all necessary corporate, trust or limited liability company action to approve such increase in the aggregate Commitment Amounts, (2) a written opinion of the Borrower’s legal counsel, addressed to the Administrative Agent and the Banks and in form and substance satisfactory to the Administrative Agent (3) a certificate from the Borrowers certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in this Agreement are true and correct on and as of the date of such effectiveness, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (B) no Default or Event of Default exists. The Administrative Agent shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by give prompt notice to the Administrative Agent in writing each Bank of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iiiA) any increase in either the Canadian Revolving any Bank’s Tranche A Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Amount and/or Tranche B Commitment Amount and (such corresponding increase shall not be deemed to be an additional increase), (ivB) the Commitments may not be increased without the consent Commitment of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase any additional Bank, in the Revolving Commitments made pursuant to each case under this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,0002.17.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected On up to have, a Material Adverse Effect, since three occasions after the Effective Date, the Borrowers may Borrower at any time its option may, from time to time prior time, seek to increase the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by up to an aggregate amount of $200,000,000 (resulting in maximum total Revolving Commitments of $650,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent in writing of Agent, which notice shall specify the amount of any such proposed increase (each which shall not be less than $10,000,000) and shall certify that no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the Revolving Commitments 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 and the Borrower. No increase in the Revolving Commitment Increase Notice”); provided, however, that, shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) none any such existing Lender agrees to the amount of the US Revolving Commitment, the Canadian its Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consentincrease, (ii) any such new Lender agrees to its Revolving Commitment amount and agrees to assume and accept the aggregate amount obligations and rights of the Commitments as so increased shall not exceed $175,000,000a Lender hereunder, (iii) any increase in either the Canadian Borrower accepts such incremental Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase)Commitments, (iv) the Commitments may not be increased without the consent effective date of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an any increase in the Revolving Commitments is specified and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied. Upon the effectiveness of any increase in the Revolving Commitments pursuant hereto, (i) each Lender (new or 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 existing Lender accepting a new or increased Revolving Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to 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 commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 2.16 be deemed prepayments of such Loan. Any increase of the Revolving Commitments pursuant to this Section shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. No consent of any Lender (other than the Lenders agreeing to new or increased Revolving Commitments) shall be required for any incremental Revolving Commitment provided or Loan made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase2.09(e), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000.

Increase of Commitments. Provided there exists no Default or Event of Default, the Borrowers may request an increase in the amount of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts by offering to the Banks or to other prospective Banks that can make the representation and warranty contained in Section 8.12 acceptable to the Administrative Agent (a“Prospective Banks”) If the opportunity to increase their Commitments or to extend Commitments hereunder; provided, however, the Borrower shall not request an increase that would cause the aggregate Commitment Amounts after giving effect to such increase to exceed $2,750,000,000; and provided further, for the avoidance of doubt, after giving effect to said increase, that each Bank shall have the same Commitment Percentage of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts. Any such request shall be sent to the Banks, the Prospective Banks and the Administrative Agent and shall (A) refer to this Agreement, (B) specify (i) the aggregate amount of the increase that is sought and (ii) the name of each Bank and Prospective Bank to which the opportunity to increase or extend a Commitment is to be offered and the amount of such offer, and (C) request that Banks wishing to increase their Commitments and Prospective Banks wishing to extend new Commitments notify the Administrative Agent within 14 days of the date of the Borrower’s request. For the avoidance of doubt, no Bank shall be required to increase its Commitment. The increase in the Commitment of each Bank that agrees to increase such Commitment under this Section 2.17 shall be effective three (3) Business Days (or such other date as is acceptable to the Borrower and the Administrative Agent) after the fourteenth day following the date of the Borrower’s request without any further action by the Banks or any amendment to the agreement. Upon the effectiveness of any increase in a Bank’s Commitment, (i) Schedule 1 shall be deemed to have been amended to reflect the increase in such Bank’s Commitment and (ii) if any Loans are outstanding under this Agreement, such Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Bank’s increase in Commitment Percentage of such Loans, for further distribution to the other Banks according to their Commitment Percentages. Each Prospective Bank that accepts the Borrower’s offer to extend a Commitment shall become a party to this Agreement on such date or dates as may be mutually satisfactory to such Prospective Bank, the Borrower and the Administrative Agent, subject to the Administrative Agent’s receipt of a duly completed and executed Accession Agreement in the form of Exhibit H hereto. Upon the effectiveness of any Accession Agreement to which any Prospective Bank is a party, (i) such Prospective Bank shall be entitled to all rights, benefits and privileges accorded a Bank hereunder; (ii) Schedule 1 shall be deemed to have been amended to reflect the Commitment of the additional Bank as provided in the Accession Agreement; and (iii) if any Loans are outstanding under this Agreement, the Prospective Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Prospective Bank’s Commitment Percentage of such Loans, for further distribution to the Banks according to their Commitment Percentages. Notwithstanding the foregoing, no increase in a Bank’s Commitment and no accession of a Prospective Bank shall become effective until such time as the Administrative Agent shall have received (1) evidence in form and substance satisfactory to the Administrative Agent that each Borrower has taken all necessary corporate, trust or limited liability company action to approve such increase in the aggregate Commitment Amounts, (2) a written opinion of the Borrower’s legal counsel, addressed to the Administrative Agent and the Banks and in form and substance satisfactory to the Administrative Agent (3) a certificate from the Borrowers certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in this Agreement are true and correct on and as of the date of such effectiveness, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (B) no Default or Event of Default exists. The Administrative Agent shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by give prompt notice to the Administrative Agent in writing such Bank of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iiiA) any increase in either the Canadian Revolving any Bank’s Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment and (such corresponding increase shall not be deemed to be an additional increase), (ivB) the Commitments may not be increased without the consent Commitment of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase any additional Bank, in the Revolving Commitments made pursuant to each case under this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,0002.17.

Increase of Commitments. Provided there exists no Default or Event of Default, the Borrowers may request an increase in the amount of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts by offering to the Banks or to other prospective Banks that can make the representation and warranty contained in Section 8.12 acceptable to the Administrative Agent (a“Prospective Banks”) If the opportunity to increase their Commitments or to extend Commitments hereunder; provided, however, the Borrower shall not request an increase that would cause the aggregate Commitment Amounts after giving effect to such increase to exceed $2,600,000,000; and provided further, for the avoidance of doubt, after giving effect to said increase, that each Bank shall have the same Commitment Percentage of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts. Any such request shall be sent to the Banks, the Prospective Banks and the Administrative Agent and shall (A) refer to this Agreement, (B) specify (i) the aggregate amount of the increase that is sought and (ii) the name of each Bank and Prospective Bank to which the opportunity to increase or extend a Commitment is to be offered and the amount of such offer, and (C) request that Banks wishing to increase their Commitments and Prospective Banks wishing to extend new Commitments notify the Administrative Agent within 14 days of the date of the Borrower’s request. For the avoidance of doubt, no Bank shall be required to increase its Commitment. The increase in the Commitment of each Bank that agrees to increase such Commitment under this Section 2.17 shall be effective three (3) Business Days (or such other date as is acceptable to the Borrower and the Administrative Agent) after the fourteenth day following the date of the Borrower’s request without any further action by the Banks or any amendment to the agreement. Upon the effectiveness of any increase in a Bank’s Commitment, (i) Schedule 1 shall be deemed to have been amended to reflect the increase in such Bank’s Commitment and (ii) if any Loans are outstanding under this Agreement, such Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Bank’s increase in Commitment Percentage of such Loans, for further distribution to the other Banks according to their Commitment Percentages. Each Prospective Bank that accepts the Borrower’s offer to extend a Commitment shall become a party to this Agreement on such date or dates as may be mutually satisfactory to such Prospective Bank, the Borrower and the Administrative Agent, subject to the Administrative Agent’s receipt of a duly completed and executed Accession Agreement in the form of Exhibit H hereto. Upon the effectiveness of any Accession Agreement to which any Prospective Bank is a party, (i) such Prospective Bank shall be entitled to all rights, benefits and privileges accorded a Bank hereunder; (ii) Schedule 1 shall be deemed to have been amended to reflect the Commitment of the additional Bank as provided in the Accession Agreement; and (iii) if any Loans are outstanding under this Agreement, the Prospective Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Prospective Bank’s Commitment Percentage of such Loans, for further distribution to the Banks according to their Commitment Percentages. Notwithstanding the foregoing, no increase in a Bank’s Commitment and no accession of a Prospective Bank shall become effective until such time as the Administrative Agent shall have received (1) evidence in form and substance satisfactory to the Administrative Agent that each Borrower has taken all necessary corporate, trust or limited liability company action to approve such increase in the aggregate Commitment Amounts, (2) a written opinion of the Borrower’s legal counsel, addressed to the Administrative Agent and the Banks and in form and substance satisfactory to the Administrative Agent (3) a certificate from the Borrowers certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in this Agreement are true and correct on and as of the date of such effectiveness, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (B) no Default or Event of Default exists. The Administrative Agent shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by give prompt notice to the Administrative Agent in writing such Bank of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iiiA) any increase in either the Canadian Revolving any Bank’s Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment and (such corresponding increase shall not be deemed to be an additional increase), (ivB) the Commitments may not be increased without the consent Commitment of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase any additional Bank, in the Revolving Commitments made pursuant to each case under this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,0002.17.

Increase of Commitments. (a) If no Default El Paso may, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or Event equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of Default shall have occurred such notice and be continuing and no which, in any event, change must be on or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more increases of the US Revolving Commitmentsbanks or other entities (any such bank or other entity being called an “Augmenting Lender”), Canadian Revolving which may include any Lender, to extend Commitments or the UK Revolving increase their existing Commitments by notice in an aggregate amount equal to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”)unsubscribed amount; provided, however, that, that each Augmenting Lender (ithat is not an existing Lender) none of shall be subject to the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent prior written approval of the Administrative Agent and the Issuing Bank (which consent approvals shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount of such increases during that is less than the term of this Agreement shall increase requested by El Paso if El Paso is unable to arrange for, or chooses not exceed $25,000,000to arrange for, Augmenting Lenders.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000220,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during after the term of this Agreement Sixth Amendment Effective Date shall not exceed $25,000,000.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no eventThe Borrower may, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by written notice to the Administrative Agent on up to four (4) occasions during the period from the Closing Date to the Facility Termination Date, request (i) incremental Revolving Commitments (the “New Revolving Commitments”) or (ii) the establishment of one or more new term loan commitments (the “New Term Commitments”, and together with the New Term Commitments, the “Incremental Commitments”) in writing an amount not to exceed the aggregate amount of $500,000,000 for all Incremental Commitments from one or more additional Lenders (which may include any existing Lender) willing to provide such Incremental Commitments in their own discretion. Each such request for an Incremental Commitment shall be in the minimum amount of $25,000,000. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the amount Borrower, to arrange a syndicate of Lenders willing to hold the requested Incremental Commitments. If (x) Lenders are willing to provide such proposed New Revolving Commitments, the Revolving Commitments may be increased from time to time by the addition of a new Revolving Lender or the increase of the Revolving Commitment of an existing Lender (each such noticeeach, a “New Revolving Lender”) with the consent of only the Borrower, the Administrative Agent, and such New Revolving Lenders or (y) Lenders are willing to provide such New Term Commitments, term loans may be made hereunder (the “New Term Loans”) by such Lenders (each, a “New Term Lender”) with the consent of only the Borrower, the Administrative Agent and such New Term Lenders, in each case so long as the Aggregate Commitment Increase Noticeplus the aggregate amount of New Term Loans made hereunder does not exceed $1,450,000,000 less any voluntary reductions in the Revolving Commitments after the Closing Date pursuant to Section 2.1(c). Nothing in this Section 2.1(d) shall constitute or be deemed to constitute an agreement by any Lender to provide Incremental Commitments hereunder. Any Incremental Commitments shall be evidenced by the execution and delivery of an amendment to this Agreement by the Borrower, the Administrative Agent and the New Revolving Lenders or New Term Lenders, as applicable, providing such Incremental Commitment, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. Each such amendment executed in connection with an Incremental Commitment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the good faith judgment of Administrative Agent, to effect the provisions of this Section 2.1(d), subject to approval by the Borrower and the New Revolving Lenders or New Term Lenders, as applicable, including without limitation to (w) include the New Revolving Lenders and/or New Term Lenders as “Lenders” hereunder, (x) include the New Revolving Commitments and/or New Term Commitments as “Commitments” hereunder, (y) to include the New Revolving Loans and New Term Loans as “Loans” hereunder, and (z) to include the New Revolving Lenders, the New Revolving Commitments and the New Revolving Loans and/or the New Term Lenders, the New Term Commitments and the New Term Loans for purposes of the definition of “Required Lenders”); provided, provided however, thatthat any amendments to Articles V through VIII, inclusive, that adversely affect a Lender or any amendment to provisions of this Agreement other than those effecting this Section 2.1(d) shall be subject to Section 8.2. All such amendments and joinder agreements entered into with the applicable Loan Parties by the Administrative Agent shall be binding and conclusive on all Lenders. On the effective date of each such increase in the Revolving Commitments, the Borrower and the Administrative Agent shall cause the New Revolving Lenders to hold their pro rata share of all ratable Revolving Borrowings outstanding at the close of business on such day, by either funding more than its or their pro rata share of new ratable Revolving Borrowings made on such date or purchasing shares of outstanding ratable Revolving Loans held by the other Revolving Lenders or a combination thereof. The Revolving Lenders agree to cooperate in any required sale and purchase of outstanding ratable Revolving Borrowings to achieve such result. The Borrower agrees to pay all fees associated with the increase in the Aggregate Commitment including any amounts due under Section 3.4 in connection with any reallocation of Eurocurrency Borrowings. In no event will such New Revolving Lenders be required to fund or purchase a portion of any Competitive Bid Loan to comply with this Section 2.1(d) on such date. On the effective date of any New Term Commitments of any Series, (i) none each New Term Lender of any Series shall make a New Term Loan to the Borrower in an amount equal to its New Term Commitment of such Series, and (ii) each New Term Lender of any Series shall become a Lender hereunder with respect to the New Term Commitments of such Series and the New Term Loans of such Series made pursuant thereto. Any New Term Loans made on such effective date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The terms and provisions of the US New Revolving CommitmentLoans and New Revolving Commitments shall be identical to the existing Revolving Loans and Revolving Commitments. The terms of any New Term Loans of any Series (a) shall not provide for any amortization payments on or prior to the Facility Termination Date, but may permit voluntary prepayment, (b) shall provide that the applicable New Term Loan maturity date of each Series shall be no earlier than the Facility Termination Date, (c) shall provide that any guarantees provided in respect of the New Term Loans shall also guarantee the other Obligations and (d) shall include such other terms and pricing as may be agreed by the Borrower, the Canadian Revolving Administrative Agent and the New Term Lenders. Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.1(d) unless (i) on the date of such effectiveness, the conditions set forth in Section 4.2 shall be satisfied or otherwise waived by the UK Revolving Commitment Lenders with Incremental Commitments and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of any Revolving Lender may be increased without such Revolving Lender’s consentthe Borrower, (ii) the aggregate amount Administrative Agent shall have received a certificate of an Authorized Officer of the Commitments Borrower as so increased shall not exceed $175,000,000to the board resolutions evidencing authority for such Incremental Commitment and as to any changes to the formation documents of the Borrower since the Closing Date, (iii) any increase the Borrower shall be in either pro forma compliance with the Canadian Revolving Commitment or covenants set forth in Section 6.18 after giving effect to the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed Loans to be an additional increase)made on such date pursuant to such Incremental Commitments and the application of the proceeds therefrom as if made and applied on such date, (iv) the Commitments may not be increased without Borrower shall deliver any legal opinions reasonably requested by the consent Administrative Agent in connection with such Incremental Commitments, consistent with those delivered on the Closing Date, and (v) the Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for 9.7 and all agreed-upon fees payable to the issuance of Letters of Credit hereunder (for purposes of determining compliance Administrative Agent and the New Revolving Lenders or New Term Lenders, as applicable, in connection with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Incremental Commitments.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers The Company may at any time from time to time prior to the Maturity Date request on one or more increases of the US Revolving Commitmentsoccasions, Canadian Revolving Commitments or the UK Revolving Commitments by written notice to the Administrative Agent Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in writing this Section being called an “Increasing Lender”), which may include any Lender, cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the amount of Increasing Lenders to be increased, as the case may be (any such proposed increase (each such noticeextension or increase, a “Commitment Increase NoticeIncrease”), in an amount for each Increasing Lender set forth in such notice; provided, however, that, provided that (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased all Commitment Increases effected pursuant to this paragraph shall not exceed $175,000,000250,000,000, (iiiii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitmenteach Increasing Lender, each as herein providedif not already a Lender hereunder, shall require a corresponding dollar per dollar increase in be subject to the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent approval of the Administrative Agent and the Company (which consent shall in each case not to be unreasonably withheld or delayed), (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Company and (viv) that portion no Lender shall be required to participate in any Commitment Increase. New Commitments and increases in Commitments shall, subject to the terms and conditions of this Section, become effective on the Revolving Commitments representing an increase date specified in the Revolving Commitments made applicable notice delivered pursuant to this Section 2.22 paragraph. Upon the effectiveness of any accession agreement to which any Increasing Lender is a party, such Increasing Lender shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall thereafter be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower party to this Agreement and shall be in violation of this clause (v) unless the principal amount of Revolving Loans entitled to all rights, benefits and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase)privileges, and (vi) subject to all the aggregate amount obligations, of such increases during a Lender hereunder. For the term avoidance of this Agreement doubt, upon the effectiveness of any Commitment Increase, the Applicable Percentages of all the Lenders shall not exceed $25,000,000automatically be adjusted to give effect thereto.

Increase of Commitments. Subject to the approval of the Agent (a) If no Default or Event of Default which shall not be unreasonably withheld, delayed or, except with respect to the fees to be paid to Agent for arranging the increase, conditioned), the Borrower shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected the right to have, a Material Adverse Effect, since increase the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases aggregate amount of the US Revolving Commitments either by designating an Eligible Assignee not theretofore a Lender to become a Lender and/or by agreeing with an existing Lender or Lenders that such Lender’s Commitment (or such Lenders’ Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”)) shall be increased; provided, however, that, provided that (i) none the Borrower shall provide prompt notice of such increase to the US Revolving CommitmentAgent, who shall promptly notify the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, Lenders; (ii) the aggregate amount of such increases in the Commitments as so increased pursuant to this Section 2.14 shall not exceed $175,000,000, 300,000,000 in the aggregate; (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment Borrower may not exercise its rights pursuant to this Section 2.14 more than four (such corresponding increase shall not be deemed to be an additional increase), 4) times; and (iv) the Commitments Borrower may not exercise its rights under this Section 2.14 if there are less than six (6) full months to the Termination Date. Each such increase in the Commitments must be increased without an aggregate minimum amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. As a condition to any such increase in the consent Commitment, the Borrower shall pay to the Agent such fees as it may require in connection with the arrangement of such increase, and to the Administrative Lenders acquiring such increase such fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any circumstances. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the effective date on which it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender), as such date shall be selected by the Agent and the Borrower, and as a condition thereto, purchase from the other Lenders its Commitment Percentage (which consent shall not be unreasonably withheld or delayedas determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans and participations in Swingline Loans and Letters of Credit, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (va) that the portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the outstanding principal amount of such Revolving Loans and Protective Advances outstanding to be purchased by such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and Lender plus (vib) the aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.3(j) which have not been repaid, and the Borrower shall pay to such increases during other Lenders interest accrued and unpaid to and as of such date on such portion of the term outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Agreement Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Obligor in any Loan Document is not exceed $25,000,000(or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date and except for changes in factual circumstances specifically and expressly permitted hereunder). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (B) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Revolving Note, as appropriate, in the amount of such Lender’s Commitment contemporaneously with the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. The Borrower shall have the right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $100,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05(a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lenders to become a party to this Agreement. All such allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a new Lender becomes a party to this Agreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.14 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (i) no Default or Event of Default shall have occurred exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be continuing true and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since correct in all material respects on and as of the Effective Date, date of such extension with the Borrowers may at any time from time to time prior same force and effect as if made on and as of such date except to the Maturity Date extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request one and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or more increases of the US Revolving Commitmentsreplacement Note, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent as appropriate, in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount within five Business Days of such increases during the term of this Agreement shall not exceed $25,000,000Lender’s request therefor.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers The Borrower may at any time from time to time prior to after the Maturity Date request one or more increases of the US Revolving CommitmentsRestatement Date, Canadian Revolving Commitments or the UK Revolving Commitments by written notice to the Administrative Agent (which shall be provided four Business Days prior to the Increase Effective Date), executed by the Borrower and one or more financial institutions (any such financial institution referred to in writing this Section being called an “Increasing Lender”), which may include any Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the amount of Increasing Lenders to be increased (any such proposed extension or increase (each such notice, being called a “Commitment Increase NoticeIncrease”), in an amount set forth in such notice; provided, however, that, that (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased Commitment Increases becoming effective on any single date shall not be at least $25,000,000 (or such lesser amount consented to by the Administrative Agent), (ii) at no time shall the aggregate amount of Commitments, giving effect to the Commitment Increases effected pursuant to this paragraph, exceed $175,000,0002,000,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitmenteach Increasing Lender, each as herein provided, shall require if not already a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase)Lender hereunder, (ivA) shall be subject to the Commitments may not be increased without the consent approval of the Administrative Agent and each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed), (B) shall complete an Administrative Questionnaire and (vC) that portion of shall become a party hereto by completing and delivering to the Revolving Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments representing an increase and increases in Commitments shall become effective on the date specified in the Revolving Commitments made applicable notices delivered pursuant to this Section 2.22 paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall only thereafter be available for the issuance of Letters of Credit deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and shall be subject to all obligations of, a Lender hereunder and (for purposes of determining compliance with this clause (vy) Letters of Credit Schedule 2.01 shall be deemed to be have been amended to reflect the last credit extended under Commitments of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Revolving Commitment - it being intended that no Borrower Lender already a party hereto, Schedule 2.01 shall be in violation of this clause (v) unless deemed to have been amended to reflect the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount increased Commitment of such increases during Lender. For the term avoidance of this Agreement shall not exceed $25,000,000doubt, no Lender may be made an Increasing Lender without its consent.

Increase of Commitments. (a) If So long as, after giving pro forma effect to any such increase, (x) no Default or Event of Default shall have has occurred and be is continuing on the date thereof and no event(y) the Borrower is in compliance with the covenants set forth in Sections 6.16 and Section 6.17 (assuming for purposes of this Section 2.18(a) that the Commitments, change or condition has occurred that has hadincluding any proposed increase in Commitments, or could reasonably be expected are fully drawn) (as evidenced by a certificate of a Financial Officer delivered to have, the Administrative Agent on the date the Borrower submits a Material Adverse Effect, since the Effective DateCommitment Increase Notice), the Borrowers Borrower may at any time and from time to time prior to the Maturity Date request one or more increases an increase of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving aggregate Commitments by notice under Section 2.18(a) or (b) to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, that (i) none of each such increase shall be at least $25,000,000, (ii) the US Revolving Commitmentcumulative increase in Commitments pursuant to this Section 2.18 shall not exceed $50,000,000, (iii) the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may not be increased without such Revolving Lender’s consent, and (iiiv) the aggregate amount of the Lenders’ Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased 350,000,000 without the consent approval of the Required Lenders. If the Borrower elects to increase the aggregate Commitments by increasing the Commitment of a Lender, the Borrower, the Administrative Agent and such Lender shall execute an agreement (which consent a “Commitment Increase Agreement”), in substantially the form attached hereto as Exhibit B, whereupon such Lender shall not be unreasonably withheld or delayed) (v) that portion bound by and entitled to the benefits of this Agreement with respect to the Revolving Commitments representing an increase full amount of its Commitment as so increased, and the definition of “Commitment” in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit 1.01 and Schedule 2.01 hereof shall be deemed to be the last credit extended under a Revolving amended to reflect such increase. No Lender shall have any obligation whatsoever to agree to increase its Commitment. Each Commitment - it being intended that no Borrower Increase Agreement shall be in violation irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000all other increasing Lenders.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the The Borrowers may at any time time, or from time to time prior (not exceeding twice), on or before March 31, 2009, at their sole cost and expense, request (i) any Lender to increase its Commitment (such decision to increase to be within the sole and absolute discretion of such Lender), or (ii) any other Person (each a “Proposed Lender”; each such Proposed Lender to be reasonably satisfactory to the Maturity Date request one Administrative Agent) to provide a new Commitment, by submitting a supplement to this Credit Agreement in the form of Exhibit J (each a “Commitment Increase Supplement”), duly executed by the Borrowers and each such Lender or more increases Proposed Lender, as the case may be. If such Commitment Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Commitment Increase Supplement and deliver a copy thereof to the Borrowers and each such Lender or Proposed Lender, as the case may be. Upon such execution and delivery of such Commitment Increase Supplement, (i) in the case of each such Lender, such Lender’s Commitment shall be increased to the amount set forth in such Commitment Increase Supplement, (ii) in the case of each such Proposed Lender, such Proposed Lender shall become a party hereto and shall for all purposes of the US Revolving CommitmentsCredit Documents be deemed a “Lender” with a Commitment in the amount set forth in such Commitment Increase Supplement, Canadian Revolving Commitments or and (iii) the UK Revolving Commitments by notice Borrowers shall execute and deliver to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000.Note for each Proposed Lender providing a new Commitment; provided that:

Increase of Commitments. The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $500,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be continuing and no event, change true or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since correct on the Effective Date, the Borrowers may at any time from time to time prior effective date of such increase except to the Maturity Date request one or more increases extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the US Revolving Commitmentsfollowing, Canadian Revolving Commitments in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the UK Revolving Commitments Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by notice each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in writing of the amount of such proposed increase (each such notice, a “Lender’s Commitment Increase Notice”); provided, however, that, (i) none at the time of the US Revolving Commitment, effectiveness of the Canadian Revolving Commitment or applicable increase in the UK Revolving Commitment aggregate amount of the Commitments. In connection with any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) increase in the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 2.14. any Lender becoming a party hereto shall only be available for execute such documents and agreements as the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Administrative Agent may reasonably request.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no eventThe Borrower may, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitmentstime, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent Agent, request that the aggregate Commitments be increased by an amount that will not result in writing the aggregate Commitments exceeding $200,000,000; provided that each increase in aggregate Commitments under this Section shall be in a minimum amount of $25,000,000. Each such notice shall set forth the requested amount of the amount of increase in the Commitments and the date on which such proposed increase is to become effective. The Borrower shall have the right, but not the obligation, to arrange for one or more commercial banks or other financial institutions (each any such notice, a bank or other financial institution being called an “Commitment Increase NoticeAugmenting Lender”); provided, howeverwhich may include any Lender, thatto extend Commitments or increase their existing Commitments in an aggregate amount up to, but not greater than, the requested increase, provided that each Augmenting Lender, if not already a Lender hereunder (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving shall extend a new Commitment of any Revolving Lender may be increased without such Revolving Lender’s consentnot less than $5,000,000, (ii) shall execute all such documentation as the aggregate amount of the Commitments Administrative Agent shall reasonably specify to evidence its status as so increased shall not exceed $175,000,000, a Lender hereunder and (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed consented to be an additional increase), (iv) the Commitments may not be increased without the consent of by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of ). Such increases and such new Commitments shall become effective on the Revolving Commitments representing an date agreed to by the Borrower, the Augmenting Lenders and the Administrative Agent. Notwithstanding the foregoing, no increase in the Revolving aggregate Commitments made pursuant to (or in the Commitment of any Lender) shall become effective under this paragraph unless, on the date of such increase, the conditions set forth in Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit 4.02 shall be satisfied (with all references in such paragraphs to a Loan being deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect references to such increase)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Executive Officer of the Borrower. Notwithstanding anything else in the foregoing, and (vi) the aggregate amount of no Lender shall become an Augmenting Lender without such increases during the term of this Agreement shall not exceed $25,000,000Lender’s consent.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected On up to have, a Material Adverse Effect, since three occasions after the Effective Restatement Date, the Borrowers may Borrower at any time its option may, from time to time prior time, seek to increase the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by up to an aggregate amount of $200,000,000 (resulting in maximum total Revolving Commitments of $850,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent in writing of Agent, which notice shall specify the amount of any such proposed increase (each which shall not be less than $10,000,000) and shall certify that no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the Revolving Commitments 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 and the Borrower. No increase in the Revolving Commitment Increase Notice”); provided, however, that, shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) none any such existing Lender agrees to the amount of the US Revolving Commitment, the Canadian its Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consentincrease, (ii) any such new Lender agrees to its Revolving Commitment amount and agrees to assume and accept the aggregate amount obligations and rights of the Commitments as so increased shall not exceed $175,000,000a Lender hereunder, (iii) any increase in either the Canadian Borrower accepts such incremental Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase)Commitments, (iv) the Commitments may not be increased without the consent effective date of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an any increase in the Revolving Commitments is specified and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied. Upon the effectiveness of any increase in the Revolving Commitments pursuant hereto, (i) each Lender (new or 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 existing Lender accepting a new or increased Revolving Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to 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 commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 2.16 be deemed prepayments of such Loan. Any increase of the Revolving Commitments pursuant to this Section shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. No consent of any Lender (other than the Lenders agreeing to new or increased Revolving Commitments) shall be required for any incremental Revolving Commitment provided or Loan made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase2.09(e), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers The Borrower may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitmentstime, Canadian Revolving Commitments or the UK Revolving Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the Lenders) executed by the Borrower and one or more Lenders or other Persons qualifying as Eligible Assignees that are willing to extend Commitments or, in the case of any such Lender, to increase its Commitment (any such financial institution referred to in this Section being called an “Increasing Lender”), cause the total Commitments to be increased by such new or incremental Commitments of the Increasing Lenders, in an amount of such proposed increase (for each Increasing Lender as set forth in such notice, a “Commitment Increase Notice”); provided, however, that, provided that (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate principal amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving total Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed equal to be $10,000,000 or an integral multiple of $1,000,000 in excess thereof and the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the aggregate principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000100,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the Borrower and the Administrative Agent (which approvals shall not be unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form approved by the Administrative Agent. New Commitments and increases in Commitments created pursuant to this Section shall become effective in the case of an Increasing Lender already a Lender under this Agreement, on the date specified in the applicable notice delivered pursuant to this Section. Upon the effectiveness of any accession agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. Upon the effectiveness of any increase in the Commitments pursuant to this Section, Schedule I shall be deemed to have been amended to reflect the new or increased Commitments of the Increasing Lenders. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless (i) the Administrative Agent has received a document certifying that the resolutions included in the certificate delivered pursuant to Section 3.01(b) remain in full force and effect and have not been revoked and (ii) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 3.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase and without giving effect to the parenthetical in Section 3.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Advances outstanding prior to the 16605535v6 24740.00262 34 effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrower shall so elect, refinanced with new Advances made ratably in accordance with the Commitments in effect following such extension or increase.

Increase of Commitments. The Borrower shall have the right at any time and from time to time to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $1,000,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $50,000,000. No Lender shall be required to increase its Commitment. Any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee, and, if such new Lender is an Affiliate of a Lender or an Approved Fund, also must be approved by the Agent and the Swingline Lender (not to be unreasonably withheld or delayed). If no a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since in existence on the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount effective date of such proposed increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (each such notice, a “Commitment Increase Notice”except for representations or warranties which expressly relate solely to an earlier date and except for changes in factual circumstances not prohibited under the Loan Documents); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of . In connection with any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) increase in the aggregate amount of the Commitments pursuant to this Section, the Agent, any Lender becoming a party hereto (or increasing its Commitment) and the Borrower shall execute such documents and agreements (in the case of the Borrower, including resolutions) as so increased shall not exceed $175,000,000the Agent may reasonably request, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar and such increase in the US Revolving Commitment (such corresponding increase Commitments shall not be deemed to be an additional increase), (iv) the Commitments may not be increased become effective without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000any other Lender.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior Subject to the Maturity Date request one or more increases approval of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of ), the Revolving Commitments representing Borrowers shall have the right to request an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the aggregate amount of the aggregate Revolving Commitments to (provided that there shall be no more than two such Borrower before giving effect to such increase), increases in the Commitments and (vi) the aggregate amount of such increases during in the term of Commitments pursuant to this Agreement Section shall not exceed $25,000,000.48,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (a) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) the aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.4(j) which have not been repaid, and the Borrowers shall pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrowers or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date and except for changes in factual circumstances or transactions, in either event not prohibited hereunder). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (B) the Borrowers shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment and a Competitive Advance Note within two (2) Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. The Borrowers shall also execute and deliver to the other Lenders replacement Competitive Advance Notes increasing the principal face amount thereof to 50% of the new Total Commitment. Section 2.16

Increase of Commitments. (i) The Borrowers’ Agent, on behalf of the U.S. Borrowers, may request the right on one or more occasions to effectuate an increase of the U.S. Revolving Credit Commitments (any such increase, a “Commitment Increase”), in an aggregate amount of up to $250,000,000 for all such Commitment Increases (the “Commitment Increase Cap”) during the term of this Agreement by delivering a notice of the requested Commitment Increase to the Agent in a form reasonably acceptable to the Agent (a “Notice of Requested Commitment Increase”), provided that, in each case: (a) If no Commitment Increase may be in an amount less than $20,000,000, (b) the proposed Commitment Increase shall have been consented to in writing by (i) each U.S. Lender (if any) who is increasing its U.S. Revolving Credit Commitment and/or (ii) any other bank or financial institution acceptable to the Borrowers’ Agent, the Agent, the Letter of Credit Issuer and the U.S. Swingline Lender that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (a “New Lender”), (c) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap, (d) no Default or Event of Default shall exist both before and after giving effect to the Commitment Increase, (e) all fees and expenses owing to the Agent or the Lenders in respect of the Commitment Increase shall have occurred been paid and be continuing and no event, change (f) on or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases date of the US Revolving CommitmentsCommitment Increase, Canadian Revolving Commitments or the UK Revolving Commitments by notice each New Lender shall make a representation and warranty to the Administrative Agent in writing of the amount of such proposed increase (each such noticewhether it has an Eligible Canadian Affiliate, a “Commitment Increase Notice”); provided, however, that, and (i) none if it has an Eligible Canadian Affiliate, on the date of the US Commitment Increase, the Eligible Canadian Affiliate of such New Lender shall be assigned (and if required under Section 2.8(b)(ii), the Eligible Canadian Affiliate of such New Lender shall agree to be a Canadian Funding Bank), and all other applicable Canadian Lenders shall assign to the Eligible Canadian Affiliate of such New Lender, a Canadian Revolving CommitmentCredit Commitment such that after giving effect to each such assignment on the date of the Commitment Increase, the Canadian Revolving Commitment or Credit Commitments shall be allocated among the UK Canadian Lenders ratably based on the respective U.S. Revolving Commitment Credit Commitments of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the U.S. Lenders to which the Canadian Lenders are related; provided that the aggregate amount of the Canadian Revolving Credit Commitments as so increased shall not exceed $175,000,000be changed solely as a result of a Commitment Increase, or (iiiii) any increase if it does not have an Eligible Canadian Affiliate, on the date of the Commitment Increase, such New Lender shall purchase and be deemed to purchase from the Canadian Funding Banks a Canadian Loan Participation in either the Canadian Revolving Commitment Loans outstanding on such date, and the amount of Canadian Loan Participations held or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit held by other applicable Lenders shall be deemed reduced such that after giving effect to be each such purchase on such date, the last credit extended under a Revolving Commitment - it being intended that no Borrower Canadian Loan Participations shall be in violation held by the U.S. Lenders that do not have a related Canadian Lender ratably based on their respective U.S. Revolving Credit Commitments. The Notice of this clause Requested Commitment Increase shall specify: (vi) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate requested increase in U.S. Revolving Credit Commitments and (ii) the requested date of the increase in the U.S. Revolving Credit Commitments (which shall be at least 15 days from the date of delivery of the Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on all U.S. Borrowers. Upon the effective date of any such Commitment Increase, Borrowers’ Agent shall deliver to the Agent a certificate of the chief financial officer of Borrowers’ Agent certifying that no Event of Default then exists or would be caused thereby. Upon the effective date of any Commitment Increase, the Agent shall have received amendments to this Agreement and the other Loan Documents, Incremental Assumption Agreements for each Lender or New Lender committing to such Borrower before giving effect Commitment Increase, and, if requested, opinion letters and such other agreements, documents and instruments reasonably requested by and reasonably satisfactory to such increase)the Agent in its reasonable discretion evidencing and setting forth the conditions of the Commitment Increase. Upon the effective date of any Commitment Increase, the Maximum Revolver Amount and (vi) the aggregate amount of such increases during Maximum U.S. Revolver Amount shall be automatically increased by the term of this Agreement shall not exceed $25,000,000Commitment Increase.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If no a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or the increase in its Commitment Percentage, in the case of an existing Lender) (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since in existence on the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount effective date of such proposed increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in any material respect on the effective date of such increase (each such notice, a “Commitment Increase Notice”except for representations or warranties which expressly relate solely to an earlier date); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of . In connection with any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) increase in the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 subsection, (a) any Lender becoming a party hereto shall only be available for execute such documents and agreements as the issuance of Letters of Credit hereunder Agent may reasonably request and (for purposes of determining compliance with this clause (vb) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of such Lender’s Commitment within 2 Business Days of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) effectiveness of the applicable increase in the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Commitments.

Increase of Commitments. Provided there exists no Default or Event of Default, the Borrowers may request an increase in the amount of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts by offering to the Banks or to other prospective Banks that can make the representation and warranty contained in Section 8.12 acceptable to the Administrative Agent (a“Prospective Banks”) If the opportunity to increase their Commitments or to extend Commitments hereunder; provided, however, the Borrower shall not request an increase that would cause the aggregate Commitment Amounts after giving effect to such increase to exceed $1,350,000,000; and provided further, for the avoidance of doubt, after giving effect to said increase, that each Bank shall have the same Commitment Percentage of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts. Any such request shall be sent to the Banks, the Prospective Banks and the Administrative Agent and shall (A) refer to this Agreement, (B) specify (i) the aggregate amount of the increase that is sought and (ii) the name of each Bank and Prospective Bank to which the opportunity to increase or extend a Commitment is to be offered and the amount of such offer, and (C) request that Banks wishing to increase their Commitments and Prospective Banks wishing to extend new Commitments notify the Administrative Agent within 14 days of the date of the Borrower’s request. For the avoidance of doubt, no Bank shall be required to increase its Commitment. The increase in the Commitment of each Bank that agrees to increase such Commitment under this Section 2.18 shall be effective three (3) Business Days (or such other date as is acceptable to the Borrower and the Administrative Agent) after the fourteenth day following the date of the Borrower’s request without any further action by the Banks or any amendment to the agreement. Upon the effectiveness of any increase in a Bank’s Commitment, (i) Schedule 1 shall be deemed to have been amended to reflect the increase in such Bank’s Commitment and (ii) if any Loans are outstanding under this Agreement, such Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Bank’s increase in Commitment Percentage of such Loans, for further distribution to the other Banks according to their Commitment Percentages. Each Prospective Bank that accepts the Borrower’s offer to extend a Commitment shall become a party to this Agreement on such date or dates as may be mutually satisfactory to such Prospective Bank, the Borrower and the Administrative Agent, subject to the Administrative Agent’s receipt of a duly completed and executed Accession Agreement in the form of Exhibit H hereto. Upon the effectiveness of any Accession Agreement to which any Prospective Bank is a party, (i) such Prospective Bank shall be entitled to all rights, benefits and privileges accorded a Bank hereunder; (ii) Schedule 1 shall be deemed to have been amended to reflect the Commitment of the additional Bank as provided in the Accession Agreement; and (iii) if any Loans are outstanding under this Agreement, the Prospective Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Prospective Bank’s Commitment Percentage of such Loans, for further distribution to the Banks according to their Commitment Percentages. Notwithstanding the foregoing, no increase in a Bank’s Commitment and no accession of a Prospective Bank shall become effective until such time as the Administrative Agent shall have received (1) evidence in form and substance satisfactory to the Administrative Agent that each Borrower has taken all necessary corporate, trust or limited liability company action to approve such increase in the aggregate Commitment Amounts, (2) a written opinion of the Borrower’s legal counsel, addressed to the Administrative Agent and the Banks and in form and substance satisfactory to the Administrative Agent (3) a certificate from the Borrowers certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in this Agreement are true and correct on and as of the date of such effectiveness, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (B) no Default or Event of Default exists. The Administrative Agent shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by give prompt notice to the Administrative Agent in writing such Bank of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iiiA) any increase in either the Canadian Revolving any Bank’s Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment and (such corresponding increase shall not be deemed to be an additional increase), (ivB) the Commitments may not be increased without the consent Commitment of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase any additional Bank, in the Revolving Commitments made pursuant to each case under this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,0002.18.

Increase of Commitments. (a) If no Default El Paso may, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or Event equal to the remaining Incremental Facility Amount), whether all or any portion of Default the requested increase is to be made available to the Trustee and the date on which such increase is requested to become effective (which shall have occurred be not less than 10 days nor more than 60 days after the date of such notice and be continuing and no which, in any event, change must be on or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more increases of the US Revolving Commitmentsbanks or other entities (any such bank or other entity being called an “Augmenting Lender”), Canadian Revolving which may include any Lender, to extend Commitments or the UK Revolving increase their existing Commitments by notice in an aggregate amount equal to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”)unsubscribed amount; provided, however, that, (i) none of that each Augmenting Lender shall be subject to the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent prior written approval of the Administrative Agent and the Issuing Bank (which consent approvals shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount of such increases during that is less than the term of this Agreement shall increase requested by El Paso if El Paso is unable to arrange for, or chooses not exceed $25,000,000to arrange for, Augmenting Lenders.

Increase of Commitments. With the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned or delayed, the Borrower shall have the right at any time and from time to time to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $800,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than 4 requests for increases in the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If no a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, increase the amount of its Commitment Percentage), in each case, as determined after giving effect to the increase of Commitments, of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since in existence on the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount effective date of such proposed increase or (each y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such notice, Loan Party is a “Commitment Increase Notice”party is not (or would not be) true or correct on the effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of . In connection with any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) increase in the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 subsection, (a) any Lender becoming a party hereto shall only be available for execute such documents and agreements as the issuance of Letters of Credit hereunder Agent may reasonably request and (for purposes of determining compliance with this clause (vb) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of such Lender’s Commitment within 5 Business Days of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) effectiveness of the applicable increase in the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Commitments.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at At any time and from time to time, but not more than five (5) times during the term of this Agreement, the Company may request that the Aggregate Commitment be increased; provided that (i) the Aggregate Commitment shall at no time prior to the Maturity Date exceed $1,250,000,000 and (ii) such request one or more increases shall be in a minimum amount of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by $50,000,000. Such request shall be made in a written notice given to the Administrative Agent in writing of and the amount Lenders by the Company not less than ten (10) Business Days prior to the proposed effective date of such proposed increase increase, which notice (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of shall specify the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar proposed increase in the US Revolving Aggregate Commitment and the proposed effective date of such increase. The Company 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 and any Proposed New Lender shall be reasonably acceptable to the Administrative Agent. The Administrative Agent shall notify the Company 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 effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such corresponding increase date or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date (except for representations and warranties for which exceptions thereto have been disclosed in writing to the Administrative Agent and which have been approved in writing by the Required Lenders) and no event shall not have occurred and then be deemed to be an additional increase)continuing which constitutes a Default or Event of Default, (ivB) the Commitments Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit C, (C) counsel for the Borrowers shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (D) the Borrowers and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may not be increased without required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase. The Administrative Agent shall, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of Company, reallocate the Revolving Commitments representing an Credit Exposures on the effective date of such increase in ratably among the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder Lenders (for purposes of determining compliance with this clause (vincluding new Lenders) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before after giving effect to such increase). The Company hereby agrees to compensate each Lender for all losses, expenses and (vi) liabilities incurred by such Lender in connection with the aggregate amount sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and each Lender of the effective date of such increases during increase. Upon the term effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall not exceed $25,000,000have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment at any time.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected The Borrower may from time to have, a Material Adverse Effect, since time after the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by written notice to the Administrative Agent (which shall be provided four Business Days prior to the Increase Effective Date), executed by the Borrower and one or more financial institutions (any such financial institution referred to in writing this Section being called an “Increasing Lender”), which may include any Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the amount of Increasing Lenders to be increased (any such proposed extension or increase (each such notice, being called a “Commitment Increase NoticeIncrease”), in an amount set forth in such notice; provided, however, that, that (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased Commitment Increases becoming effective on any single date shall not be at least $25,000,000 (or such lesser amount consented to by the Administrative Agent), (ii) at no time shall the aggregate amount of Commitments, giving effect to the Commitment Increases effected pursuant to this paragraph, exceed $175,000,0001,250,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitmenteach Increasing Lender, each as herein provided, shall require if not already a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase)Lender hereunder, (ivA) shall be subject to the Commitments may not be increased without the consent approval of the Administrative Agent and each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed), (B) shall complete an Administrative Questionnaire and (vC) that portion of shall become a party hereto by completing and delivering to the Revolving Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments representing an increase and increases in Commitments shall become effective on the date specified in the Revolving Commitments made applicable notices delivered pursuant to this Section 2.22 paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall only thereafter be available for the issuance of Letters of Credit deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and shall be subject to all obligations of, a Lender hereunder and (for purposes of determining compliance with this clause (vy) Letters of Credit Schedule 2.01 shall be deemed to be have been amended to reflect the last credit extended under Commitments of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Revolving Commitment - it being intended that no Borrower Lender already a party hereto, Schedule 2.01 shall be in violation of this clause (v) unless deemed to have been amended to reflect the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount increased Commitment of such increases during Lender. For the term avoidance of this Agreement shall not exceed $25,000,000doubt, no Lender may be made an Increasing Lender without its consent.

Increase of Commitments. The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $650,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be continuing and no event, change true or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since correct on the Effective Date, the Borrowers may at any time from time to time prior effective date of such increase except to the Maturity Date request one or more increases extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the US Revolving Commitmentsfollowing, Canadian Revolving Commitments in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the UK Revolving Commitments Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by notice each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in writing of the amount of such proposed increase (each such notice, a “Lender’s Commitment Increase Notice”); provided, however, that, (i) none at the time of the US Revolving Commitment, effectiveness of the Canadian Revolving Commitment or applicable increase in the UK Revolving Commitment aggregate amount of the Commitments. In connection with any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) increase in the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 2.14. any Lender becoming a party hereto shall only be available for execute such documents and agreements as the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Administrative Agent may reasonably request.

Increase of Commitments. With the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned or delayed, the Borrower shall have the right at any time prior to the date one year prior to the Termination Date (awithout giving effect to any extension thereof pursuant to Section 2.9.) to request an increase in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $325,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than two (2) requests for increases in the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If no a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, increase the amount of its Commitment Percentage), in each case, as determined after giving effect to the increase of Commitments, of any outstanding Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since in existence on the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount effective date of such proposed increase or (each y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such notice, Loan Party is a “Commitment Increase Notice”party is not (or would not be) true or correct on the effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of . In connection with any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) increase in the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 subsection, (a) any Lender becoming a party hereto shall only be available for execute such documents and agreements as the issuance of Letters of Credit hereunder Agent may reasonably request and (for purposes of determining compliance with this clause (vb) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of such Lender’s Commitment within five (5) Business Days of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) effectiveness of the applicable increase in the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Commitments.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time during the term of this Agreement to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $400,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If no a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since in existence on the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount effective date of such proposed increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (each such notice, a “Commitment Increase Notice”except for representations or warranties which expressly relate solely to an earlier date and except for changes in factual circumstances not prohibited under the Loan Documents); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of . In connection with any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) increase in the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 subsection, (a) any Lender becoming a party hereto shall only be available for execute such documents and agreements as the issuance of Letters of Credit hereunder Agent may reasonably request and (for purposes of determining compliance with this clause (vb) Letters of Credit shall be deemed to be the last credit extended under Borrower shall, if requested by the affected Lender, make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a Revolving Commitment - it being intended that no Borrower shall be new or replacement Note, as appropriate, in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of such Lender’s Commitment within 2 Business Days of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) effectiveness of the applicable increase in the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Commitments.

Increase of Commitments. Provided there exists no Default or Event of Default, the Borrowers may request an increase in the amount of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts by offering to the Banks or to other prospective Banks that can make the representation and warranty contained in Section 8.12 acceptable to the Administrative Agent (a“Prospective Banks”) If the opportunity to increase their Commitments or to extend Commitments hereunder; provided, however, the Borrower shall not request an increase that would cause the aggregate Commitment Amounts after giving effect to such increase to exceed $2,600,000,000; and provided further, for the avoidance of doubt, after giving effect to said increase, that each Bank shall have the same Commitment Percentage of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts. Any such request shall be sent to the Banks, the Prospective Banks and the Administrative Agent and shall (A) refer to this Agreement, (B) specify (i) the aggregate amount of the increase that is sought and (ii) the name of each Bank and Prospective Bank to which the opportunity to increase or extend a Commitment is to be offered and the amount of such offer, and (C) request that Banks wishing to increase their Commitments and Prospective Banks wishing to extend new Commitments notify the Administrative Agent within 14 days of the date of the Borrower’s request. For the avoidance of doubt, no Bank shall be required to increase its Commitment. The increase in the Commitment of each Bank that agrees to increase such Commitment under this Section 2.18 shall be effective three (3) Business Days (or such other date as is acceptable to the Borrower and the Administrative Agent) after the fourteenth day following the date of the Borrower’s request without any further action by the Banks or any amendment to the agreement. Upon the effectiveness of any increase in a Bank’s Commitment, (i) Schedule 1 shall be deemed to have been amended to reflect the increase in such Bank’s Commitment and (ii) if any Loans are outstanding under this Agreement, such Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Bank’s increase in Commitment Percentage of such Loans, for further distribution to the other Banks according to their Commitment Percentages. Each Prospective Bank that accepts the Borrower’s offer to extend a Commitment shall become a party to this Agreement on such date or dates as may be mutually satisfactory to such Prospective Bank, the Borrower and the Administrative Agent, subject to the Administrative Agent’s receipt of a duly completed and executed Accession Agreement in the form of Exhibit H hereto. Upon the effectiveness of any Accession Agreement to which any Prospective Bank is a party, (i) such Prospective Bank shall be entitled to all rights, benefits and privileges accorded a Bank hereunder; (ii) Schedule 1 shall be deemed to have been amended to reflect the Commitment of the additional Bank as provided in the Accession Agreement; and (iii) if any Loans are outstanding under this Agreement, the Prospective Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Prospective Bank’s Commitment Percentage of such Loans, for further distribution to the Banks according to their Commitment Percentages. Notwithstanding the foregoing, no increase in a Bank’s Commitment and no accession of a Prospective Bank shall become effective until such time as the Administrative Agent shall have received (1) evidence in form and substance satisfactory to the Administrative Agent that each Borrower has taken all necessary corporate, trust or limited liability company action to approve such increase in the aggregate Commitment Amounts, (2) a written opinion of the Borrower’s legal counsel, addressed to the Administrative Agent and the Banks and in form and substance satisfactory to the Administrative Agent (3) a certificate from the Borrowers certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in this Agreement are true and correct on and as of the date of such effectiveness, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (B) no Default or Event of Default exists. The Administrative Agent shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by give prompt notice to the Administrative Agent in writing such Bank of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iiiA) any increase in either the Canadian Revolving any Bank’s Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment and (such corresponding increase shall not be deemed to be an additional increase), (ivB) the Commitments may not be increased without the consent Commitment of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase any additional Bank, in the Revolving Commitments made pursuant to each case under this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,0002.18.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior Subject to the Maturity Date request one or more increases approval of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), the Borrower shall have the right to request increases in the aggregate amount of the Commitments (provided that there shall be no more than three such increases in the Commitments and after giving effect to any such increase in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $1,500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $35,000,000 and integral multiples of $10,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (vand as a condition thereto) that purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the outstanding principal amount of such Revolving Loans and Protective Advances outstanding to be purchased by such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and Lender plus (viB) the aggregate amount of payments previously made by the other Lenders under Sections 2.2.(e) or 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such increases during date on such portion of the term outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Agreement Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not exceed $25,000,000(or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If no a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since in existence on the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount effective date of such proposed increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (each such notice, a “Commitment Increase Notice”except for representations or warranties which expressly relate solely to an earlier date); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of . In connection with any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) increase in the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 subsection, (a) any Lender becoming a party hereto shall only be available for execute such documents and agreements as the issuance of Letters of Credit hereunder Agent may reasonably request and (for purposes of determining compliance with this clause (vb) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of such Lender’s Commitment within 2 Business Days of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) effectiveness of the applicable increase in the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Commitments.

Increase of Commitments. At any time, but not more than four (a4) If no Default or Event times during the term of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Datethis Agreement, the Borrowers Company may at any time from time to time request that the Aggregate Commitment be increased; provided that, without the prior to the Maturity Date request one or more increases written consent of all of the US Revolving CommitmentsLenders, Canadian Revolving Commitments or (i) the UK Revolving Commitments by Aggregate Commitment shall at no time exceed $250,000,000 and (ii) such request shall be in a minimum amount of $25,000,000. Such request shall be made in a written notice given to the Administrative Agent in writing of and the amount Lenders by the Company not less than ten (10) Business Days prior to the proposed effective date of such proposed increase increase, which notice (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of shall specify the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar proposed increase in the US Revolving Aggregate Commitment and the proposed effective date of such increase. The Company may notify the Administrative Agent of any financial institution that shall have agreed to become a “Lender” party hereto (such corresponding increase a “Proposed New Lender”) in connection with the Commitment Increase Notice and any Proposed New Lender shall not be deemed consented to be an additional increase), (iv) the Commitments may not be increased without the consent of by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion ). The Administrative Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to the proposed effective date of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans each Lender’s and Protective Advances outstanding to such Borrower exceed Proposed New Lender’s Commitment (the “Effective Commitment Amount”) and the amount of the aggregate Aggregate Commitment, which amount shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such date (except for representations and warranties for which exceptions thereto have been disclosed in writing to the Administrative Agent and which have been approved in writing by the Required Lenders) and no event shall have occurred and then be continuing which constitutes a Default or Event of Default, (B) the Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit C, (C) counsel for the Borrowers shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (D) the Borrowers and the 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 and (E) the Administrative Agent shall have administered the reallocation of the Revolving Commitments to Credit Exposures on the effective date of such Borrower before increase ratably among the Lenders (including new Lenders) after giving effect to such increase). The Company hereby agrees to compensate each Lender for all losses, expenses and (vi) liabilities incurred by such Lender in connection with the aggregate amount sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and each Lender of the effective date of such increases during increase. Upon the term effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall not exceed $25,000,000have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment at any time.

Increase of Commitments. The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $2,000,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be continuing and no event, change true or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since correct on the Effective Date, the Borrowers may at any time from time to time prior effective date of such increase except to the Maturity Date request one or more increases extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the US Revolving Commitmentsfollowing, Canadian Revolving Commitments in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the UK Revolving Commitments Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by notice each existing Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and such Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in writing of the amount of such proposed increase (each such notice, a “Xxxxxx’s Commitment Increase Notice”); provided, however, that, (i) none at the time of the US Revolving Commitment, effectiveness of the Canadian Revolving Commitment or applicable increase in the UK Revolving Commitment aggregate amount of the Commitments. In connection with any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) increase in the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 2.14. any Lender becoming a party hereto shall only be available for execute such documents and agreements as the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Administrative Agent may reasonably request.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior Subject to the Maturity Date request one or more increases approval of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of ), the Revolving Commitments representing Borrower shall have the right to request an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the aggregate amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) provided that the aggregate amount of such increases during in the term of Commitments pursuant to this Agreement Section shall not exceed $25,000,00055,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (a) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) the aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.4(j) which have not been repaid, and the Borrower shall pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Obligor in any Loan Document to which any such Obligor is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (B) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment and a Competitive Advance Note within two (2) Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. The Borrower shall also execute and deliver to the other Lenders replacement Competitive Advance Notes increasing the principal face amount thereof to 30% of the new Total Commitment.

Increase of Commitments. By written notice sent to the Administrative Agent (awhich the Administrative Agent shall promptly distribute to the Lenders), the Borrower may at any time and from time to time request an increase of the aggregate amount of the Commitments by an aggregate amount equal to any integral multiple of $5,000,000; provided that (i) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”)continuing; provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000have been reduced, nor shall the Borrower have given notice of any such reduction under Section 2.09; (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase total amount of all Commitments shall not be deemed increased to be an additional increase), aggregate amount that would exceed $800,000,000; and (iv) the Commitments may Commitment of a Lender shall not be increased without the consent of such Lender. If one or more of the Lenders is not increasing its Commitment, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (which consent a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount, then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit “C”. If all existing Lenders shall not be unreasonably withheld or delayed) (v) that have provided their pro rata portion of the Revolving Commitments representing an increase in requested Increase Amount, the Revolving Loans will not be held pro rata by the Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation purchase of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the a corresponding amount of the aggregate Revolving Commitments Loans of the Lender or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of the same Type as those previously held by the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall have selected an alternative interest rate to such Borrower before giving effect to such increase), and (vi) apply thereto under the aggregate amount of such increases during the term terms of this Agreement Agreement. All advances made under this Section shall not exceed $25,000,000be made through the Administrative Agent.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no eventThe Borrower may, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by written notice to the Administrative Agent on up to four (4) occasions during the period from June 28, 2011 to the Facility Termination Date, request incremental Commitments in writing an amount not to exceed the aggregate amount of $500,000,000 from one or more additional Lenders (which may include any existing Lender) willing to provide such incremental Commitments in their own discretion. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the amount Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments. If Lenders are willing to provide such proposed Incremental Commitments, the Domestic Revolving Commitments and/or the Global Revolving Commitments may be increased from time to time by the addition of a new Lender or the increase (of the Commitment of an existing Lender with the consent of only the Borrower, the Administrative Agent, and the new or existing Lender providing such additional Commitment so long as the Aggregate Commitment does not exceed $1,250,000,000 less any voluntary reductions after June 28, 2011 pursuant to this Section 2.1. Nothing in this Section 2.1 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitments hereunder. Such increases shall be evidenced by the execution and delivery of an Amendment Regarding Increase in the form of Exhibit K attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such additional Commitment, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. On the effective date of each such noticeincrease in the Domestic Revolving Commitments or Global Revolving Commitments, as the case may be, the Borrower and the Administrative Agent shall cause the new or existing Lenders providing such increase to hold its or their pro rata share of all ratable Borrowings outstanding at the close of business on such day for such Class, by either funding more than its or their pro rata share of new ratable Borrowings made on such date or purchasing shares of outstanding ratable Loans held by the other Lenders or a “combination thereof. The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Borrowings to achieve such result. The Borrower agrees to pay all fees associated with the increase in the Aggregate Commitment Increase Notice”); providedincluding any amounts due under Section 3.4 in connection with any reallocation of Eurocurrency Borrowings. In no event will such new or existing Lenders providing the increase be required to fund or purchase a portion of any Competitive Bid Loan or Swingline Loan to comply with this Section on such date. Notwithstanding the foregoing, however, that, no incremental Commitment shall become effective under this Section 2.1 unless (i) none on the date of such effectiveness, the conditions set forth in Section 4.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consentBorrower, (ii) the aggregate amount Administrative Agent shall have received a certificate of an Authorized Officer of the Commitments Borrower as so increased shall not exceed $175,000,000to the board resolutions evidencing authority for such incremental Commitment and as to any changes to the formation documents of the Borrower since the Closing Date, and (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless pro forma compliance with the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before covenants set forth in Section 6.18 after giving effect to the Loans to be made on such increase), date pursuant to such incremental Commitments and (vi) the aggregate amount application of the proceeds therefrom as if made and applied on such increases during the term of this Agreement shall not exceed $25,000,000date.”

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may Upon at any time from time to time least 15 days' prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing (which notice the Agent shall promptly transmit to each of the amount of such proposed increase (each such noticeBanks), a “Commitment Increase Notice”); providedthe Borrower shall have the right, however, that, (i) none subject to the terms and conditions set forth below and with the consent of the US Revolving CommitmentBanks as set forth below, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) to increase the aggregate amount of the Commitments as in multiples of $5,000,000. Any such increase shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks, provided that (i) the Required Banks (including each Bank whose Commitment is to be increased) shall consent to such increase, (ii) the amount set forth on the signature pages hereof opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks or (y) to the creation of a new Commitment of an institution not exceed $175,000,000then a Bank hereunder, provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Agent of counterparts of this Agreement, (ii) the Required Banks shall consent to the creation of such Commitment of such Bank, (iii) any increase in either the Canadian Revolving signature pages hereof shall be amended to reflect the Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (of such corresponding increase shall not be deemed to be an additional increase)new Bank, (iv) the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (v) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks and (vi) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Agent; provided further that any such increase or creation may not be increased apply, at the option of the Borrower, as set forth in clause (x) or (y) above but without the consent of the Administrative Agent (which consent shall Required Banks so long as the amount of such increase or the amount of such new Commitment so created, as the case may be, when added to the aggregate amount of all such prior increases in the Commitments and all such prior creations of new Commitments, in each case created on or after the Effective Date, does not be unreasonably withheld or delayed) (v) exceed $150,000,000. It is understood that portion of the Revolving Commitments representing an any increase in the Revolving amount of the Commitments made pursuant to this Section 2.22 2.17 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term not constitute an amendment of this Agreement shall not exceed $25,000,000or the Notes.

Increase of Commitments. (a) If The Borrower may increase, at Borrower’s request, the then effective aggregate principal amount of the Revolving Commitments and/or Term Loan Commitments; provided that (1) the aggregate principal amount of the increases in the Revolving Commitments and/or Term Loan Commitments pursuant to this Section 2.23 shall not exceed $100,000,000; (2) the Borrower shall execute and deliver such documents and instruments and take such other actions as may be reasonably required by Administrative Agent in connection with such increases and at the time of any such proposed increase; (3) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such increase, all representations and warranties of each Loan Party set forth in the Loan Documents, all Notices of Borrowing, all Notices of Conversion/Continuation and all Compliance Certificates shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) and since December 31, 2010, there shall have been no event, change or condition which has occurred that has had, had or could reasonably be expected to have, have a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase ; (each such notice, a “Commitment Increase Notice”); provided, however, that, 4) (i) none of any incremental Term Loans made under this Section 2.23 (“Incremental Term Loans”) shall have a maturity date no earlier than the US Revolving CommitmentTerm Loan Maturity Date, and shall have a Weighted Average Life to Maturity no shorter than the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consentTerm Loans referenced under Section 2.5, and (ii) the aggregate incremental Revolving Commitments provided under this Section 2.23 (“Incremental Revolving Commitments”) shall have an expiration date no earlier than the Revolving Commitment Termination Date; (5) Borrower and its Subsidiaries shall be in pro forma compliance with each of the financial covenants specified in Article VI, measuring Consolidated Total Funded Debt for purposes of Section 6.1 as of the date of such increase is effective giving effect to any Incremental Term Loans and/or loans under the Incremental Revolving Commitments to be funded on such date, and otherwise recomputing the covenants set forth in Article VI as of the most recently ended Fiscal Quarter for which financial statements have been delivered, calculated as if such Incremental Term Loans had been made as of the first day of the relevant period for testing compliance; (6) if the Initial Yield applicable to the Incremental Term Loans or Incremental Revolving Commitments exceeds by more than 50 basis points the sum of the Applicable Margin then in effect for Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be, plus one fourth of the Up-Front Fees paid in respect of the existing Term Loans and the existing Revolving Commitments (“Existing Yield”), then the Applicable Margin of the existing Term Loans or existing Revolving Loans, as applicable, shall increase by an amount equal to the difference between Initial Yield and the Existing Yield; (7) any collateral securing such Incremental Revolving Commitments and/or Incremental Term Loans shall also secure all other Obligations on a pari passu basis; and (8) all other terms and conditions with respect to the Incremental Revolving Commitments and/or Incremental Term Loans shall be reasonably satisfactory to Administrative Agent. The Borrower may also, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) which agree to increase the principal amount of their Revolving Commitments and/or Term Loan Commitments, which fees may be variable based upon the Commitments as so increased shall not exceed $175,000,000, (iii) amount by which any such Lender is willing to increase in either the Canadian principal amount of its Revolving Commitment or the UK Revolving and/or Term Loan Commitment, as applicable. No Lender shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment and/or Term Loan Commitment. Only the consent of each as herein provided, Increasing Lender shall require a corresponding dollar per dollar be required for an increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion aggregate principal amount of the Revolving Commitments representing an increase in the Revolving Commitments made and/or Term Loan Commitments, as applicable, pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed 2.23. No Lender which declines to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless increase the principal amount of its Revolving Loans and Protective Advances outstanding Commitment and/or Term Loan Commitment may be replaced in respect to its existing Revolving Commitment and/or Term Loan Commitment, as applicable, as a result thereof without such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Lender’s consent.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers The Borrower may at any time from time to time prior time, by written notice delivered to the Maturity Date request one or more increases of Administrative Agent, elect to increase the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Delayed Draw Term Commitments by notice or to the Administrative Agent in writing add one or more new tranches of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment term loans (such corresponding increase shall new term loans, “Incremental Term Loans”) hereunder, in each case in minimum increments of $5,000,000 and not be deemed to be an additional increase)less than $20,000,000, (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before so long as, after giving effect to such increase)thereto, and (vi) the aggregate amount of such increases during the term of this Agreement shall does not exceed $25,000,000325,000,000 and after giving effect to any such increase, the Commitments do not exceed $975,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Delayed Draw Term Commitment or Revolving Commitment, or to make available Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Commitments or Delayed Draw Term Commitments, or to provide new Revolving Commitments, Delayed Draw Term Commitments or new term loans, as the case may be; provided (i) each Augmenting Lender, shall be subject to the approval of the Borrower, the Administrative Agent and the Issuing Banks and the Swingline Lender to the extent the consent of the Issuing Banks or the Swingline Lender would be required to effect an assignment under Section 9.04(b), and (ii) (x) in the case of an Increasing Lender in respect of an increase to the Revolving Commitments or the Delayed Draw Term Commitments, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender in respect of an increase to the Revolving Commitments or the Delayed Draw Term Commitments, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Commitments, Delayed Draw Term Commitments or an addition of Incremental Term Loans pursuant to this Section 2.20. Increases and new Revolving Commitments, Delayed Draw Term Commitments or the addition of Incremental Term Loans pursuant to this Section 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. Notwithstanding the foregoing, no increase in the Delayed Draw Term Commitments (or in the Delayed Draw Term Loan Loans of any Lender) and no addition of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived in accordance with Section 9.02 and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.12, (ii) the Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase and (iii) in respect of an addition of Incremental Term Loans, such Incremental Term Loans (A) shall be unsecured, (B) shall be pari passu in right of payment with any then-existing Delayed Draw Term Loans and any other Class of Incremental Term Loans added pursuant to this Section 2.20 (unless the Borrower and the lenders providing such Incremental Term Loans elect to share in such prepayments on a less than pro rata basis) and (C) shall have a maturity date, amortization schedule, interest rates, interest margins, rate floors, upfront fees, funding discounts and original issue discounts as determined by the Borrower and the lenders providing such new Incremental Term Loans. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Applicable Percentage of such outstanding Revolving Loans and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Notwithstanding anything herein to the contrary, the Administrative Agent, the Borrower and the applicable Augmenting Lenders and/or Increasing Lenders may agree upon procedures for phasing in any increase to minimize breakage costs or for reasons of convenience. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment or Delayed Draw Term Commitment or to provide Incremental Term Loans hereunder at any time. In connection with any increase of the Revolving Commitments, Delayed Draw Term Commitments or the addition of Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Increase of Commitments. With the prior consent of the Agent, the Borrowers shall have the right at any time and from time to time during the term of this Agreement to request up to 2 increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $250,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $10,000,000. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If no a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since in existence on the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount effective date of such proposed increase or (y) any representation or warranty made or deemed made by any Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (each such notice, a “Commitment Increase Notice”except for representations or warranties which expressly relate solely to an earlier date); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of . In connection with any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) increase in the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 subsection, (a) any Lender becoming a party hereto shall only be available for execute such documents and agreements as the issuance of Letters of Credit hereunder Agent may reasonably request and (for purposes of determining compliance with this clause (vb) Letters of Credit the Borrowers shall be deemed to be the last credit extended under make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a Revolving Commitment - it being intended that no Borrower shall be new or replacement Note, as appropriate, in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of such Lender's Commitment within 2 Business Days of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) effectiveness of the applicable increase in the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Commitments.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at At any time and from time to time, but not more than five (5) times during the term of this Agreement, the Company may request that the Aggregate Commitment be increased; provided that (i) the Aggregate Commitment shall at no time prior to the Maturity Date exceed $2,750,000,000 and (ii) such request one or more increases shall be in a minimum amount of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by $50,000,000. Such request shall be made in a written notice given to the Administrative Agent in writing of and the amount Lenders by the Company not less than ten (10) Business Days prior to the proposed effective date of such proposed increase increase, which notice (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of shall specify the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar proposed increase in the US Revolving Aggregate Commitment and the proposed effective date of such increase. The Company may notify the Administrative Agent of any financial institution (other than the Company or any Subsidiary or Affiliate of the Company) that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice and any Proposed New Lender shall be reasonably acceptable to the Administrative Agent. The Administrative Agent shall notify the Company 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 effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such corresponding increase date or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date (except for representations and warranties for which exceptions thereto have been disclosed in writing to the Administrative Agent and which have been approved in writing by the Required Lenders) and no event shall not have occurred and then be deemed to be an additional increase)continuing which constitutes a Default or Event of Default, (ivB) the Commitments Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit C, (C) counsel for the Borrowers shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (D) the Borrowers and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may not be increased without required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase. The Administrative Agent shall, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of Company, reallocate the Revolving Commitments representing an Credit Exposures on the effective date of such increase in ratably among the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder Lenders (for purposes of determining compliance with this clause (vincluding new Lenders) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before after giving effect to such increase). The Company hereby agrees to compensate each Lender for all losses, expenses and (vi) liabilities incurred by such Lender in connection with the aggregate amount sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and each Lender of the effective date of such increases during increase. Upon the term effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall not exceed $25,000,000have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment at any time.

Increase of Commitments. (a) If So long as, after giving pro forma effect to any such increase, (x) no Default or Event of Default shall have has occurred and be is continuing on the date thereof and no event(y) the Borrower is in compliance with the covenants set forth in Sections 6.16 and Section 6.17 (assuming for purposes of this Section 2.18(a) that the Commitments, change or condition has occurred that has hadincluding any proposed increase in Commitments, or could reasonably be expected are fully drawn) (as evidenced by a certificate of a Financial Officer delivered to have, the Administrative Agent on the date the Borrower submits a Material Adverse Effect, since the Effective DateCommitment Increase Notice), the Borrowers Borrower may at any time and from time to time prior to the Maturity Date request one or more increases an increase of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving aggregate Commitments by notice under Section 2.18(a) or (b) to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, that (i) none of each such increase shall be at least $10,000,000, (ii) the US Revolving Commitmentcumulative increase in Commitments pursuant to this Section 2.18 on or after the Fifth Amendment Closing Date shall not exceed $30,000,000, (iii) the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may not be increased without such Revolving Lender’s consent, and (iiiv) the aggregate amount of the Lenders’ Commitments as so increased shall not exceed $175,000,000132,500,000, in each case with respect to clauses (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increasei), (ii) and (iv) the Commitments may not be increased above, without the consent approval of the Required Lenders. If the Borrower elects to increase the aggregate Commitments by increasing the Commitment of a Lender, the Borrower, the Administrative Agent and such Lender shall execute an agreement (which consent a “Commitment Increase Agreement”), in substantially the form attached hereto as Exhibit B, whereupon such Lender shall not be unreasonably withheld or delayed) (v) that portion bound by and entitled to the benefits of this Agreement with respect to the Revolving Commitments representing an increase full amount of its Commitment as so increased, and the definition of “Commitment” in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit 1.01 and Schedule 2.01 hereof shall be deemed to be the last credit extended under a Revolving amended to reflect such increase. No Lender shall have any obligation whatsoever to agree to increase its Commitment. Each Commitment - it being intended that no Borrower Increase Agreement shall be in violation irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000all other increasing Lenders.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may Upon at any time from time to time least 15 days' prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing (which notice the Agent shall promptly transmit to each of the amount of such proposed increase (each such noticeBanks), a “Commitment Increase Notice”); providedthe Borrower shall have the right, however, that, (i) none subject to the terms and conditions set forth below and with the consent of the US Revolving CommitmentBanks as set forth below, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) to increase the aggregate amount of the Commitments as in multiples of $5,000,000. Any such increase shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks, provided that (i) the Required Banks (including each Bank whose Commitment is to be increased) shall consent to such increase, (ii) the amount set forth on the signature pages hereof opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks or (y) to the creation of a new Commitment of an institution not exceed $175,000,000then a Bank hereunder, provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Agent of counterparts of this Agreement, (ii) the Required Banks shall consent to the creation of such Commitment of such Bank, (iii) any increase in either the Canadian Revolving signature pages hereof shall be amended to reflect the Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (of such corresponding increase shall not be deemed to be an additional increase)new Bank, (iv) the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (v) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks and (vi) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Agent; provided further that any such increase or creation may not be increased apply, at the option of the Borrower, as set forth in clause (x) or (y) above but without the consent of the Administrative Agent Required Banks so long as (which consent i) the amount of such increase or the amount of such new Commitment so created, as the case may be, when added to the aggregate amount of all such prior increases in the Commitments and all such prior creations of new Commitments, in each case created after the Effective Date, does not exceed $500,000,000 and (ii) after giving effect to such increase or new Commitment, the amount of the Commitment of any Bank shall not be unreasonably withheld or delayed) (v) that portion exceed 17.5% of the Revolving aggregate amount of the Commitments representing an (excluding, for purposes of this clause (ii), any increase resulting solely from the merger or the acquisition of one Bank into or by another Bank). It is understood that any increase in the Revolving amount of the Commitments made pursuant to this Section 2.22 2.17 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term not constitute an amendment of this Agreement shall not exceed $25,000,000or the Notes.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no eventThe Borrower may, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any ----------------------- time from but in any event not more than one time to time prior during any period of 12 consecutive calendar months, make a written request (an "Increase Request") to the Maturity Date request one or more increases Agent at its Notice Office (who shall forward a copy to each of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, Banks) that (i) none the Commitments of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may Banks be increased without such Revolving Lender’s consentby an aggregate amount, (ii) together with the aggregate amount by which the Commitments of the Banks were previously increased pursuant to this Section 3.05, not to exceed $50,000,000 in excess of the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, of the date of this Agreement and (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (ivii) the Contingent Commitments may not of the Part C Banks be increased without by an aggregate amount, together with the consent aggregate amount by which the Contingent Commitments of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made Part C Banks were previously increased pursuant to this Section 2.22 3.05, not to exceed $25,000,000 in excess of the aggregate amount of the Contingent Commitments as of the date of this Agreement. Such Increase Request shall only be available for include a certification by a senior officer of the issuance Borrower that no Default or Event of Letters Default has occurred and is continuing and all representations and warranties contained herein and the other Credit Documents are true and correct in all material respects on and as of Credit hereunder the date of the Increase Request (for purposes of determining compliance with this clause (v) Letters of Credit it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be deemed required to be true only as of such date). Any such increase in Commitments or Contingent Commitments shall be effective as of a date (the last credit extended under a Revolving "Increase Date") specified in the related Increase Notice that is (A) prior to the Expiry Date and (B) at least 10 days after the date of such Increase Notice. Each Increase Notice shall specify the date by which Banks who wish to increase their Commitment - or Contingent Commitments, as the case may be, must consent to such increase (the "Commitment Date"), which date shall be no later than five Business Days prior to the related Increase Date. Each Bank that is willing to increase its Commitment and/or Contingent Commitment, as the case may be (each an "Increasing Bank"), shall notify the Agent on or prior to the Commitment Date of the amount by which it being intended that no Borrower is willing to increase its Commitment and/or Contingent Commitment, as the case may be, which amount shall not exceed the respective amount specified in the relevant Increase Notice. No Bank shall be obligated to increase its Commitment and/or Contingent Commitment pursuant to this Section 3.05 and any such increase shall be in violation the sole discretion of this clause (v) unless each Bank. If the principal Banks notify the Agent that they are willing to increase the amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed their respective Commitments and/or Contingent Commitment, as the case may be, by an aggregate amount that exceeds the amount of the aggregate Revolving requested increase, the requested increase shall be allocated among the Banks willing to participate therein ratably in accordance with the amount by which they offered to increase their respective Commitments to such Borrower before giving effect to such increase)and/or Contingent Commitment, and (vi) as the aggregate amount of such increases during case may be, on the term of this Agreement shall not exceed $25,000,000Commitment Date.

Increase of Commitments. Subject to the approval of the Agent (a) If no Default or Event of Default which shall not be unreasonably withheld, delayed or, except with respect to the fees to be paid to Agent for arranging the increase, conditioned), the Borrower shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected the right to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent an increase in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000by providing written notice to the Agent, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit notice shall be deemed to be the last credit extended under a Revolving Commitment - it being intended irrevocable once given; provided that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vii) the aggregate amount of such increases during in the term of Commitments pursuant to this Agreement Section 2.14 shall not exceed $25,000,00050,000,000 in the aggregate; (ii) the Borrower may not exercise its rights pursuant to this Section 2.14 more than two (2) times; and (iii) the Borrower may not exercise its rights under this Section 2.14 if there are less than six (6) full months to the Termination Date. Each such increase in the Commitments must be an aggregate minimum amount of $15,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender’s Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent’s notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. As a condition to any such increase in the Commitment, the Borrower shall pay to the Agent such fees as it may require in connection with the arrangement of such increase, and to the Lenders acquiring such increase such fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any circumstances. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (a) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) the aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.3(j) which have not been repaid, and the Borrower shall pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Obligor in any Loan Document is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (B) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Revolving Note, as appropriate, in the amount of such Lender’s Commitment contemporaneously with the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. (a) If no Default or Default, Event of Default or Material Adverse Effect shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Datecontinuing, the Borrowers Borrower may at any time and from time to time prior to the Maturity Date request one or more increases an increase of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving aggregate Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, that (i) none of each such increase shall be at least $10,000,000, (ii) the US Revolving Commitmentcumulative increase in Commitments pursuant to this Section 2.20 shall not exceed $125,000,000, (iii) the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may not be increased without such Revolving Lender’s consent, and (iiiv) the aggregate amount of the Lenders’ Revolving Loan Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased 250,000,000 without the consent approval of the Required Lenders. The Administrative Agent shall, within five (5) Business Days after receipt of the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall so notify the Administrative Agent in writing no later than twenty (which consent shall not be unreasonably withheld or delayed20) (v) days after receipt by the Lender of such request. Any Lender that portion of accepts an offer to it by the Revolving Commitments representing an Borrower to increase in the Revolving Commitments made its Commitment pursuant to this Section 2.22 2.20 shall, in each case, execute a Commitment Increase Agreement, in substantially the form attached hereto as Exhibit C, with the Borrower and the Administrative Agent, whereupon such Lender shall only be available for bound by and entitled to the issuance benefits of Letters this Agreement with respect to the full amount of Credit hereunder (for purposes its Revolving Loan Commitment as so increased, and the definition of determining compliance with this clause (v) Letters of Credit Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that does not notify the last credit extended under a Administrative Agent within such period that it will increase its Revolving Loan Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of deemed to have rejected such offer to increase its Revolving Loans and Protective Advances outstanding Loan Commitment. No Lender shall have any obligation whatsoever to such Borrower exceed the amount agree to increase its Revolving Loan Commitment. Any agreement to increase a Lender’s pro rata share of the aggregate increased Revolving Commitments to such Borrower before giving effect to such increase), Loan Commitment shall be irrevocable and (vi) shall be effective upon notice thereof by the aggregate amount Administrative Agent at the same time as that of such increases during the term of this Agreement shall not exceed $25,000,000all other increasing Lenders.

Increase of Commitments. (a) If So long as no Default or Event of Default exists or would arise as a result thereof, the Lead Borrower shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may right at any time time, and from time to time prior time, to request an increase of the Maturity Date Total Commitments to an amount not to exceed $150,000,000, any such request to be in increments of $5,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. In the event that any existing Lender does not notify the Administrative Agent within ten (10) Business Days from the receipt of the requested increase that such existing Lender will increase its Revolving Commitment, and the amount of its increase, the existing Lender shall be deemed to have declined the requested increase of its Revolving Commitment. To the extent that one or more increases of the US Revolving existing Lenders decline to increase their respective Commitments, Canadian Revolving or decline to increase their Commitments or to the UK Revolving Commitments amount requested by notice to the Lead Borrower, the Administrative Agent shall use best efforts to arrange for other Persons to become Lenders hereunder and to issue commitments in writing of an amount equal to the amount of such proposed the increase in the Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such noticeincrease by either means, a “Commitment Increase NoticeIncrease”, and each such Person issuing, or Lender increasing, its Revolving Commitment, an “Additional Commitment Lender”); , provided, however, thatthat (x) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower, (iy) none any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the US Revolving CommitmentAdministrative Agent, and (z) nothing contained herein shall constitute the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent unconditional obligation of the Administrative Agent (which consent shall not be unreasonably withheld to provide or delayed) (v) that portion of obtain commitments for such Commitment Increase, as the Revolving Commitments representing an increase in the Revolving Commitments made pursuant Administrative Agent only is agreeing hereby to this Section 2.22 shall only be available use its best efforts to arrange for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans Increases and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Additional Commitment Lenders.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected The Borrowers may from time to have, a Material Adverse Effect, since time after the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by written notice to the Administrative Agent (which shall be provided four Business Days prior to the Increase Effective Date), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in writing this Section being called an “Increasing Lender”), which may include any Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the amount of Increasing Lenders to be increased (any such proposed extension or increase (each such notice, being called a “Commitment Increase NoticeIncrease”), in an amount set forth in such notice; provided, however, that, that (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased Commitment Increases becoming effective on any single date shall not be at least $25,000,000 (or such lesser amount consented to by the Administrative Agent), (ii) at no time shall the aggregate amount of Commitments, giving effect to the Commitment Increases effected pursuant to this paragraph, exceed $175,000,0001,100,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitmenteach Increasing Lender, each as herein providedif not already a Lender hereunder, shall require a corresponding dollar per dollar increase in be subject to the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed) and shall complete an Administrative Questionnaire and (viv) that portion of each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Revolving Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrowers (an “Accession Agreement”). New Commitments representing an increase and increases in Commitments shall become effective on the date specified in the Revolving applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (A) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and subject to all obligations of, a Lender hereunder and (B) Schedule 2.01 shall be deemed to have been amended to reflect the Commitments made of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section 2.22 shall only be available for the issuance in any Commitment of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit a Lender already a party hereto, Schedule 2.01 shall be deemed to be have been amended to reflect the last credit extended under a Revolving increased Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Lender.

Increase of Commitments. At any time, but not more than four (a4) If no Default or Event times during the term of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Datethis Agreement, the Borrowers Company may request that the Aggregate Commitment be increased; provided that (i) the Aggregate Commitment shall at any no time from time to time prior to the Maturity Date exceed $275,000,000 and (ii) such request one or more increases shall be in a minimum amount of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by $25,000,000. Such request shall be made in a written notice given to the Administrative Agent in writing of and the amount Lenders by the Company not less than ten (10) Business Days prior to the proposed effective date of such proposed increase increase, which notice (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of shall specify the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar proposed increase in the US Revolving Aggregate Commitment and the proposed effective date of such increase. The Company may notify the Administrative Agent of any financial institution that shall have agreed to become a “Lender” party hereto (such corresponding increase a “Proposed New Lender”) in connection with the Commitment Increase Notice and any Proposed New Lender shall not be deemed consented to be an additional increase), (iv) the Commitments may not be increased without the consent of by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion ). The Administrative Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to the proposed effective date of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans each Lender’s and Protective Advances outstanding to such Borrower exceed Proposed New Lender’s Commitment (the “Effective Commitment Amount”) and the amount of the aggregate Aggregate Commitment, which amount shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such date (except for representations and warranties for which exceptions thereto have been disclosed in writing to the Administrative Agent and which have been approved in writing by the Required Lenders) and no event shall have occurred and then be continuing which constitutes a Default or Event of Default, (B) the Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit C, (C) counsel for the Borrowers shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (D) the Borrowers and the 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, (E) no Proposed New Lender shall be the Company or any Affiliate of the Company and (F) the Administrative Agent shall have administered the reallocation of the Revolving Commitments to Credit Exposures on the effective date of such Borrower before increase ratably among the Lenders (including new Lenders) after giving effect to such increase). The Company hereby agrees to compensate each Lender for all losses, expenses and (vi) liabilities incurred by such Lender in connection with the aggregate amount sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and each Lender of the effective date of such increases during increase. Upon the term effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall not exceed $25,000,000have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment at any time.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers The Borrower may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitmentstime, Canadian Revolving Commitments or the UK Revolving Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the Lenders) executed by the Borrower and one or more Lenders or other Persons qualifying as Eligible Assignees that are willing to extend Commitments or, in the case of any such Lender, to increase its Commitment (any such financial institution referred to in this Section being called an “Increasing Lender”), cause the total Commitments to be increased by such new or incremental Commitments of the Increasing Lenders, in an amount of such proposed increase (for each Increasing Lender as set forth in such notice, a “Commitment Increase Notice”); provided, however, that, provided that (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate principal amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving total Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed equal to be $10,000,000 or an integral multiple of $1,000,000 in excess thereof and the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the aggregate principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000100,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the Borrower and the Administrative Agent (which approvals shall not be unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form approved by the Administrative Agent. New Commitments and increases in Commitments created pursuant to this Section shall become effective in the case of an Increasing Lender already a Lender under this Agreement, on the date specified in the applicable notice delivered pursuant to this Section. Upon the effectiveness of any accession agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. Upon the effectiveness of any increase in the Commitments pursuant to this Section, Schedule I shall be deemed to have been amended to reflect the new or increased Commitments of the Increasing Lenders. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless (i) the Administrative Agent has received a document certifying that the resolutions 733301099 15483412 included in the certificate delivered pursuant to Section 3.01(b) remain in full force and effect and have not been revoked and (ii) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 3.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase and without giving effect to the parenthetical in Section 3.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Advances outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrower shall so elect, refinanced with new Advances made ratably in accordance with the Commitments in effect following such extension or increase.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may Upon at any time from time to time least 15 days' prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing (which notice the Agent shall promptly transmit to each of the amount of such proposed increase (each such noticeBanks), a “Commitment Increase Notice”); providedthe Borrower shall have the right, however, that, (i) none subject to the terms and conditions set forth below and with the consent of the US Revolving CommitmentBanks as set forth below, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) to increase the aggregate amount of the Commitments as in multiples of $5,000,000. Any such increase shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks, provided that (i) the Required Banks (including each Bank whose Commitment is to be increased) shall consent to such increase, (ii) the amount set forth on the signature pages hereof opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks or (y) to the creation of a new Commitment of an institution not exceed $175,000,000then a Bank hereunder, provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Agent of counterparts of this Agreement, (ii) the Required Banks shall consent to the creation of such Commitment of such Bank, (iii) any increase in either the Canadian Revolving signature pages hereof shall be amended to reflect the Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (of such corresponding increase shall not be deemed to be an additional increase)new Bank, (iv) the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (v) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks and (vi) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Agent; provided further that any such increase or creation may not be increased apply, at the option of the Borrower, as set forth in clause (x) or (y) above but without the consent of the Administrative Agent Required Banks so long as (which consent i) the amount of such increase or the amount of such new Commitment so created, as the case may be, when added to the aggregate amount of all such prior increases in the Commitments and all such prior creations of new Commitments, in each case created after the Effective Date, does not exceed $150,000,000 and (ii) after giving effect to such increase or new Commitment, the amount of the Commitment of any Bank shall not be unreasonably withheld or delayed) (v) that portion exceed 17.5% of the Revolving aggregate amount of the Commitments representing an (excluding, for purposes of this clause (ii), any increase resulting solely from the merger or the acquisition of one Bank into or by another Bank). It is understood that any increase in the Revolving amount of the Commitments made pursuant to this Section 2.22 2.17 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term not constitute an amendment of this Agreement shall not exceed $25,000,000or the Notes.

Increase of Commitments. By delivery of an effective Increase Notice to the Agent (which the Agent shall promptly distribute to the Banks), the Borrower may request an increase of the aggregate amount of the Commitments; provided that (a) If the aggregate amount of the Commitments both before and after giving effect to such requested increase shall not exceed $275,000,000, (b) no Default or Event of Default shall have occurred and be continuing or would result therefrom and no event, change or condition has occurred that has had, or could reasonably (c) the Borrower shall cause to be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior delivered to the Maturity Date request Agent a commitment (or commitments) from (i) at least one Bank that commits to lending to the Borrower more than its then current Commitment (such Bank to be referred to herein as an "Existing Bank" and such amount of its commitment above its then current Commitment to be referred to herein as a "Commitment Supplement") and/or (ii) any other Person (including an Affiliate of a Bank) that meets the requirements (other than the approval requirement) of clause (a) or more increases (b) of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice definition of "Eligible Assignee" (as defined in Article I hereof) and that commits to lending to the Administrative Agent in writing of Borrower and becoming a Bank under this Agreement (such Person to be referred to herein as a "New Bank" and the amount of such proposed increase its commitment to be referred to herein as a "New Commitment") (each Existing Bank and each New Bank to be referred to herein collectively as the "Supplementing Banks"). Upon receipt of notice from the Agent to the Banks and the Borrower that the Supplementing Banks have agreed to commit to increase the Commitments by an aggregate amount equal to the Increase Amount (as defined below) and execution and delivery by the Borrower, the Agent and the Supplementing Banks of an Increased Commitment Agreement evidencing such noticeagreement, then (A) the then current aggregate Commitments shall be increased by the Increase Amount, (B) the then current Commitment of each Existing Bank shall be increased by such Existing Bank's Commitment Supplement and (C) each of the New Banks will be added as a “Bank under this Agreement and each such New Bank's Commitment Increase Notice”); providedshall be such New Bank's New Commitment. On the effective date of the Increased Commitment Agreement, howeverthe Borrower shall request a Revolving Advance hereunder, which Revolving Advance shall be made by (and only by) the Supplementing Banks in the appropriate amounts as provided below. The proceeds of such Revolving Advance shall be utilized by the Borrower to repay the Banks that did not agree to increase their Commitments, such Revolving Advance and repayment to be in amounts sufficient so that, (i) none of after giving effect to the US Revolving CommitmentIncreased Commitment Agreement, the Canadian Revolving Commitment or Advances and the UK Revolving Commitment Letter of any Revolving Lender may Credit Exposure shall be increased without such Revolving Lender’s consent, (ii) held by the aggregate amount Banks according to their Pro Rata Share of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either accordance with the Canadian Revolving Increased Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Agreement.

Increase of Commitments. xiv) El Paso may, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (awhich shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) If no Default or Event and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of Default shall have occurred such notice and be continuing and no which, in any event, change must be on or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request Date). Any such increase in Commitments may be provided by one or more increases of the US Revolving Commitments, Canadian Revolving Commitments existing Lenders or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of one or more banks or other entities that is not an existing Lender (any such proposed increase (each such notice, a bank or other entity that is not an existing Lender being called an “Commitment Increase NoticeAugmenting Lender”); provided, however, that, (i) none of that each Augmenting Lender shall be subject to the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent prior written approval of the Administrative Agent and each Issuing Bank (which consent approvals shall not be unreasonably withheld or delayed) (v) that ), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the Revolving Commitments representing offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance its Commitment (and any Lender that does not deliver such a notice within such period of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit 10 days shall be deemed to have declined to increase its Commitment). Any such increase may be made in an amount that is less than the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding increase requested by El Paso if El Paso is unable to such Borrower exceed the amount of the aggregate Revolving Commitments arrange for, or chooses not to such Borrower before giving effect to such increase)arrange for, and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Augmenting Lenders.

Increase of Commitments. (a) If So long as, after giving pro forma effect to any such increase, (x) no Default or Event of Default shall have has occurred and be is continuing on the date thereof and no event(y) the Borrower is in compliance with the covenants set forth in Sections 6.16 and Section 6.17 (assuming for purposes of this Section 2.18(a) that the Commitments, change or condition has occurred that has hadincluding any proposed increase in Tranche B Commitments, or could reasonably be expected are fully drawn) (as evidenced by a certificate of a Financial Officer delivered to have, the Administrative Agent on the date the Borrower submits a Material Adverse Effect, since the Effective DateCommitment Increase Notice), the Borrowers Borrower may at any time and from time to time prior to the Maturity Date request one or more increases an increase of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving aggregate Tranche B Commitments by notice under Section 2.18(a) or (b) to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, that (i) none of each such increase shall be at least $25,000,000, (ii) the US Revolving Commitmentcumulative increase in Tranche B Commitments pursuant to this Section 2.18 shall not exceed $50,000,000, (iii) the Canadian Revolving Commitment or the UK Revolving Tranche B Commitment of any Revolving Lender may not be increased without such Revolving Lender’s consent, and (iiiv) the aggregate amount of the Lenders’ Commitments as so increased shall not exceed $175,000,000350,000,000(w) if such increase occurs prior to December 31, 2016, $300,000,000, (iiix) any if such increase in either the Canadian Revolving Commitment occurs on or the UK Revolving Commitmentafter December 31, each as herein provided2016 and prior to June 30, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase)2017, $250,000,000, (ivy) the Commitments may not be increased if such increase occurs on or after June 30, 2017 and prior to December 31, 2017, $225,000,000 or (z) if such increase occurs on or after December 31, 2017, $200,000,000, in each case, without the consent approval of the Required Lenders. If the Borrower elects to increase the aggregate Tranche B Commitments by increasing the Tranche B Commitment of a Lender, the Borrower, the Administrative Agent and such Lender shall execute an agreement (which consent a “Commitment Increase Agreement”), in substantially the form attached hereto as Exhibit B, whereupon such Lender shall not be unreasonably withheld or delayed) (v) that portion bound by and entitled to the benefits of this Agreement with respect to the Revolving Commitments representing an increase full amount of its Tranche B Commitment as so increased, and the definition of “Tranche B Commitment” in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit 1.01 and Schedule 2.01 hereof shall be deemed to be the last credit extended under a Revolving amended to reflect such increase. No Lender shall have any obligation whatsoever to agree to increase its Commitment. Each Commitment - it being intended that no Borrower Increase Agreement shall be in violation irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000all other increasing Lenders.

Increase of Commitments. The Borrower may, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit F or in such other form acceptable to the Agent at least ten (a10) If Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Bank (or additional Commitments for existing Bank(s)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Commitments to an amount in excess of $300,000,000 will require the approval of the Required Banks, (ii) any increase of the aggregate amount of the Commitments shall be in an amount not less than $15,000,000, (iii) no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since at the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments request or the UK Revolving Commitments by notice to the Administrative Agent in writing effective date of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase)Amount Increase, (iv) all representations and warranties contained in Section 6 hereof shall be true and correct at the Commitments may not be increased without time of such request and on the consent effective date of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) such Commitment Amount Increase and (v) that portion any additional Bank must be an Eligible Assignee. The effective date of the Revolving Commitments representing Commitment Amount Increase shall be agreed upon by the Borrower and the Agent. Upon the effectiveness thereof, the new Bank(s) (or, if applicable, existing Bank(s)) shall advance Loans in an increase in amount sufficient such that after giving effect to its advance each Bank shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding under the Revolving Commitments made pursuant to this Section 2.22 shall only be available for Credit on the issuance date of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause pay any amounts owing to the Banks pursuant to Section 2.4 hereof and (vii) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount shall not have terminated any portion of the aggregate Revolving Commitments pursuant to such Section 2.5 hereof. The Borrower before giving effect agrees to such increase)pay any reasonable expenses of the Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to increase its Commitment and no Bank’s Commitment shall be increased without its consent thereto, and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000each Bank may at its option, unconditionally and without cause, decline to increase its Commitment.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at At any time and from time to time, but not more than five (5) times during the term of this Agreement, the Company may request that the Aggregate Commitment be increased; provided that (i) the Aggregate Commitment shall at no time prior to the Maturity Date exceed $2,750,000,000 and (ii) such request one or more increases shall be in a minimum amount of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by $50,000,000. Such request shall be made in a written notice given to the Administrative Agent in writing of and the amount Lenders by the Company not less than ten (10) Business Days prior to the proposed effective date of such proposed increase increase, which notice (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of shall specify the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar proposed increase in the US Revolving Aggregate Commitment and the proposed effective date of such increase. The Company may notify the Administrative Agent of any financial institution (other than any Ineligible Institution) that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice and any Proposed New Lender shall be reasonably acceptable to the Administrative Agent. The Administrative Agent shall notify the Company 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 effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such corresponding increase date or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date (except for representations and warranties for which exceptions thereto have been disclosed in writing to the Administrative Agent and which have been approved in writing by the Required Lenders) and no event shall not have occurred and then be deemed to be an additional increase)continuing which constitutes a Default or Event of Default, (ivB) the Commitments Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit C, (C) counsel for the Borrowers shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (D) the Borrowers and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may not be increased without required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase. The Administrative Agent shall, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of Company, reallocate the Revolving Commitments representing an Credit Exposures on the effective date of such increase in ratably among the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder Lenders (for purposes of determining compliance with this clause (vincluding new Lenders) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before after giving effect to such increase). The Company hereby agrees to compensate each Lender for all losses, expenses and (vi) liabilities incurred by such Lender in connection with the aggregate amount sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and each Lender of the effective date of such increases during increase. Upon the term effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall not exceed $25,000,000have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment at any time.

Increase of Commitments. (a) If no Default or Default, Event of Default or Material Adverse Change shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since at the Effective Datetime of delivery of the Commitment Increase Notice, the Borrowers Borrower may at any time and from time to time prior to the Maturity Date request one or more increases an increase of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving aggregate Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, that (i) none each such increase shall be at least $10,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.20 shall not exceed $150,000,000 without the approval of the US Revolving CommitmentRequired Lenders, (iii) the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may not be increased without such Revolving Lender’s consent, and (iiiv) the aggregate amount of the Lenders’ Revolving Loan Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased 550,000,000 without the consent approval of the Required Lenders. The Administrative Agent shall, within five (5) Business Days after receipt of the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall so notify the Administrative Agent in writing no later than fifteen (which consent shall not be unreasonably withheld or delayed15) (v) days after receipt by the Lender of such request. Any Lender that portion of accepts an offer to it by the Revolving Commitments representing an Borrower to increase in the Revolving Commitments made its Commitment pursuant to this Section 2.22 2.20 shall, in each case, execute a Commitment Increase Agreement, in substantially the form attached hereto as Exhibit C, with the Borrower and the Administrative Agent, whereupon such Lender shall only be available for bound by and entitled to the issuance benefits of Letters this Agreement with respect to the full amount of Credit hereunder (for purposes its Revolving Loan Commitment as so increased, and the definition of determining compliance with this clause (v) Letters of Credit Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that does not notify the last credit extended under a Administrative Agent within such period that it will increase its Revolving Loan Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of deemed to have rejected such offer to increase its Revolving Loans and Protective Advances outstanding Loan Commitment. No Lender shall have any obligation whatsoever to such Borrower exceed the amount agree to increase its Revolving Loan Commitment. Any agreement to increase a Lender’s pro rata share of the aggregate increased Revolving Commitments to such Borrower before giving effect to such increase), Loan Commitment shall be irrevocable and (vi) shall be effective upon notice thereof by the aggregate amount Administrative Agent at the same time as that of such increases during the term of this Agreement shall not exceed $25,000,000all other increasing Lenders.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time during the term of this Agreement to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $350,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If no a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since in existence on the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount effective date of such proposed increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (each such notice, a “Commitment Increase Notice”except for representations or warranties which expressly relate solely to an earlier date); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of . In connection with any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) increase in the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 subsection, (a) any Lender becoming a party hereto shall only be available for execute such documents and agreements as the issuance of Letters of Credit hereunder Agent may reasonably request and (for purposes of determining compliance with this clause (vb) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of such Lender's Commitment within 2 Business Days of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) effectiveness of the applicable increase in the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Commitments.

Increase of Commitments. (a) If no Default or Event of Default then exists, the Borrower shall have occurred and be continuing and no eventthe right, change or condition has occurred that has hadwithout the consent of the Lenders, or could reasonably be expected to have, a Material Adverse Effect, since increase the Effective Date, the Borrowers may at any combined Commitments one time from time by adding to time prior to the Maturity Date request this Agreement one or more increases lenders who are Eligible Assignees (who shall, upon completion of the US Revolving Commitmentsrequirements stated in this Section 2.13, Canadian Revolving constitute Lenders hereunder), or by allowing one or more Lenders to increase their Commitments or hereunder, provided that (a) the UK Revolving Commitments by notice to the Administrative Agent in writing sum of the amount of current Commitments plus such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of added Commitments plus any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the increases in current Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase)greater than $225,000,000, (ivb) the Commitments may not no Lender's Commitment shall be increased without the consent of such Lender, (c) no Person shall be added to this Agreement without its consent, and (d) on the effective date of any such increase or addition, either there shall be no Committed Loans outstanding or there shall have been arrangements satisfactory to the Administrative Agent made to prepay all outstanding Committed Loans, together with accrued interest thereon and any amounts payable pursuant to Section 3.05. Any prepayment made by the Borrower in accordance with the preceding clause (which consent shall not d) of this Section 2.13 may be unreasonably withheld or delayed) (v) that portion made with the proceeds of Loans made by all the Revolving Commitments representing Lenders in connection with an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit 2.13. There shall be deemed no fee paid to any Lender not increasing its Commitment in connection with an increase in the combined Commitments under this Section 2.13. The Borrower shall give the Administrative Agent five Business Days' notice of the Borrower's intention to increase any Commitment or add a new lender pursuant to this Section 2.13. Such notice shall specify each new lender, if any, the changes in amounts of Commitments that will result, the date on which such addition or change is to occur (which shall be a Business Day), and such other information as is reasonably requested by the Administrative Agent. Each new lender agreeing to be added to this Agreement, and each Lender agreeing to increase its Commitment, shall execute and deliver to the last credit extended under Administrative Agent a Revolving New Lender Agreement in substantially the form of Exhibit G-1 or a Commitment - Increase Agreement in substantially the form of Exhibit G-2, pursuant to which it being intended that no becomes a party hereto or increases its Commitment, as the case may be. In addition, an authorized officer of the Borrower shall be execute and deliver a Committed Loan Note in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the Commitment of each new lender, or a replacement Committed Loan Note in the principal amount of the aggregate Revolving Commitments increased Commitment of each Lender agreeing to increase its Commitment, as the case may be. Each such Borrower before giving effect to such increase)Committed Loan Note shall be dated the effective date of the pertinent New Lender Agreement or Commitment Increase Agreement, as the case may be, shall be properly completed, and (vi) shall otherwise be in substantially the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000.form of

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers The Borrower may at any time from time to time prior request additional tranches of term loans, or to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving the Loans and Protective Advances outstanding to in minimum increments of $25,000,000 (such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before additional tranche or increase in Loans, an “Incremental Loan”); provided that after giving effect to such increase)thereto, and (vi) the aggregate amount of such increases during the term of this Agreement shall does not exceed (i) (x) $25,000,000300,000,000, minus (y) any incremental revolving commitments established pursuant to the incremental facility fixed dollar basket under the Revolving Credit Agreement, plus (ii) an additional amount, so long as, after giving effect to the incurrence of such additional amount, (x) the pro forma Secured Leverage Ratio does not exceed 4.00:1.00 and (y) the pro forma Fixed Charge Coverage Ratio is not less than 2.25:1.00. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to participate in such Incremental Loans; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. Except as set forth above, no consent of any Lender (other than the Lenders participating in such Incremental Loan) shall be required for any Incremental Loans pursuant to this Section 2.20. Incremental Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no tranche of Incremental Loans shall become effective unless, (i) on the proposed date of the effectiveness of such Incremental Loans, the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 shall be satisfied (and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower) or waived by the Required Lenders; provided that, with respect to the conditions set forth in paragraphs (a) and (b) of Section 4.02, to the extent that the proceeds of the Incremental Loans are being used to finance a Permitted Acquisition or other similar permitted investment, with the consent of only the Increasing Lenders and Augmenting Lenders participating in such Incremental Loans, (x) the condition set forth in Section 4.02(b) may be waived (other than with respect to a Default or Event of Default under Article VII(a), (b), (h), (i) or (j)), and (y) only customary “specified representations” shall be required to be true and correct in all material respects as of the date of such incurrence (or as of any earlier date referred to therein), and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase.

Increase of Commitments. The Borrower shall have the right to request increases in the aggregate amount of the Commitments from time to time (aprovided that after giving effect to any such increase the aggregate amount of the Commitments would not exceed $150,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall promptly notify each Lender of any such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. Each Lender shall notify the Agent within 10 Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Lender's Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by such Lender under Section 2.2.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. Upon any such assignment, the assigning Lender shall be deemed to represent and warrant to such other Lender that such assigning Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to any Loan being assigned, the Loan Documents or any Loan Party. No increase of the Commitments may be effected under this Section if a Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since in existence on the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount effective date of such proposed increase. In connection with any increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) in the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for subsection, the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of such Lender's Commitment within 2 Business Days of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) effectiveness of the applicable increase in the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Commitments.

Increase of Commitments. (a) If Provided there exists no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective DateDefault, the Borrowers may at any time from time to time prior request an increase in the amount of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts by offering to the Maturity Date request one Banks or more increases of to other prospective Banks that can make the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice representation and warranty contained in Section 8.12 acceptable to the Administrative Agent in writing of ("Prospective Banks") the amount of such proposed opportunity to increase (each such notice, a “Commitment Increase Notice”)their Commitments or to extend Commitments hereunder; provided, however, thatthe Borrower shall not request an increase that would cause the aggregate Commitment Amounts after giving effect to such increase to exceed $2,750,000,000; and provided further, for the avoidance of doubt, after giving effect to said increase, that each Bank shall have the same Commitment Percentage of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts. Any such request shall be sent to the Banks, the Prospective Banks and the Administrative Agent and shall (A) refer to this Agreement, (B) specify (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the increase that is sought and (ii) the name of each Bank and Prospective Bank to which the opportunity to increase or extend a Commitment is to be offered and the amount of such offer, and (C) request that Banks wishing to increase their Commitments and Prospective Banks wishing to extend new Commitments notify the Administrative Agent within 14 days of the date of the Borrower's request. For the avoidance of doubt, no Bank shall be required to increase its Commitment. The increase in the Commitment of each Bank that agrees to increase such Commitment under this Section 2.17 shall be effective three (3) Business Days (or such other date as so increased shall not exceed $175,000,000, (iiiis acceptable to the Borrower and the Administrative Agent) after the fourteenth day following the date of the Borrower's request without any further action by the Banks or any amendment to the agreement. Upon the effectiveness of any increase in either the Canadian Revolving Commitment or the UK Revolving a Bank's Commitment, each as herein provided, (i) Schedule 1 shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase)have been amended to reflect the increase in such Bank's Commitment and (ii) if any Loans are outstanding under this Agreement, (iv) such Bank shall promptly make available to the Commitments may not be increased without Administrative Agent at the consent office of the Administrative Agent (which consent shall not be unreasonably withheld or delayedspecified in Section 2.3(b) (v) that portion of the Revolving Commitments representing an a sum in immediately available funds equal to such Bank's increase in Commitment Percentage of such Loans, for further distribution to the Revolving Commitments made pursuant other Banks according to their Commitment Percentages. Each Prospective Bank that accepts the Borrower's offer to extend a Commitment shall become a party to this Section 2.22 shall only Agreement on such date or dates as may be available for mutually satisfactory to such Prospective Bank, the issuance Borrower and the Administrative Agent, subject to the Administrative Agent's receipt of Letters a duly completed and executed Accession Agreement in the form of Credit hereunder Exhibit H hereto. Upon the effectiveness of any Accession Agreement to which any Prospective Bank is a party, (for purposes of determining compliance with this clause (vi) Letters of Credit such Prospective Bank shall be deemed entitled to be the last credit extended under all rights, benefits and privileges accorded a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000.Bank hereunder;

Increase of Commitments. (i) At any time, the Borrower may request that the Aggregate Commitment be increased; provided that (a) If the Aggregate Commitment shall at no Default or Event time exceed $300,000,000 minus the aggregate amount of Default all reductions in the Aggregate Commitment previously made pursuant to Section 2.6(A), (b) each such request shall have occurred be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof and (c) the Aggregate Commitment may not be continuing increased more than twice pursuant to this Section 2.6. Such request shall be made in a written notice given to the Agent and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, Lenders by the Borrowers may at any time from time to time Borrower not less than twenty (20) Business Days prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount proposed effective date of such proposed increase increase, which notice (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of shall specify the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate 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 proportions that their respective Commitments as so increased bear to the Aggregate Commitment under this Agreement. On or 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 by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Agent being herein a “Lender Increase Notice”). Any Lender which does not exceed $175,000,000, submit a Lender Increase Notice to the Agent prior to the expiration of such fifteen (iii15) Business Day period shall be deemed to have denied any increase in either its Commitment. In the Canadian Revolving Commitment or event that the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase increases of Commitments set forth in the US Revolving Lender Increase Notices exceed the amount requested by the Borrower in the Commitment (such corresponding increase Increase Notice, the Agent and the Arranger shall not be deemed to be an additional increase)have the right, (iv) the Commitments may not be increased without with the consent of the Administrative 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 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 Agent and, provided that JPMorgan is at such time the Principal Issuing Lender, JPMorgan in its capacity as such (which consent shall not be unreasonably withheld or delayedwithheld). If the Borrower shall not have arranged any Proposed New Lender(s) (v) that portion of to commit to the Revolving Commitments representing an increase in shortfall from the Revolving Commitments made pursuant to this Section 2.22 shall only be available for Lender Increase Notices, then the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit Borrower shall be deemed to be have reduced the last credit extended under a Revolving amount of its Commitment - it being intended that no Borrower shall be Increase Notice to the aggregate amount set forth in violation of this the Lender Increase Notices (subject to clause (vd) unless above). Based upon the principal Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the 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 Revolving Loans each Lender’s and Protective Advances outstanding to such Borrower exceed Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the aggregate Revolving Commitments Aggregate Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment all representations and warranties shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (B) the Borrower, the Agent, provided that JPMorgan is at such time the Principal Issuing Lender, JPMorgan in its capacity as such, and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a Commitment and Acceptance substantially in the form of Exhibit D hereto (a “Commitment and Acceptance”), (C) counsel for the Borrower and for the Guarantors shall have provided to the Agent supplemental opinions in form and substance reasonably satisfactory to the Agent and (D) the Borrower and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Agent to the Borrower. No less than two (2) Business Days prior to the effective date of the increase of the Aggregate Commitment, the Agent shall notify the Borrower of the amount of the fee to be charged by the Lenders, and the Borrower may, at least one (1) Business Day prior to such effective date, cancel its request for the commitment increase. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Agent shall promptly advise the Borrower before giving effect to and each Lender of the effective date of such increase). Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, and (vi) the aggregate amount of such increases during the term of Proposed New Lender shall be a party to this Agreement as a Lender and shall not exceed $25,000,000have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers The Company may at any time from time to time prior elect to increase the Maturity Date request Revolving Commitments or enter, or cause one or more increases Foreign Subsidiary Borrowers to enter, into one or more tranches of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase term loans (each such notice, a an “Commitment Increase NoticeIncremental Term Loan”); provided, howeverin each case in minimum increments of $25,000,000 so long as, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before after giving effect to such increase)thereto, and (vi) the aggregate amount of such increases and all such Incremental Term Loans does not exceed $300,000,000, minus any incremental term loans incurred pursuant to the incremental facility fixed dollar basket under the Senior Secured Term Loan Facility.. The Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Commitments, or to participate in such Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Company and the Administrative Agent and, in the case of any increase in the aggregate Revolving Commitments, the Issuing Banks and the Swingline Lender and (ii) (x) in the case of an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 hereto, and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. Except as set forth above, no consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Revolving Commitments pursuant to this Section 2.20. No consent of any Lender (other than the Lenders participating in any Incremental Term Loan) shall be required for any Incremental Term Loans pursuant to this Section 2.20. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the Company,applicable Borrower(s), the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 shall be satisfied (and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company) or waived by the Required Lenders and (B) the Company shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.09 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the organizational power and authority of the Companyapplicable Borrower(s) to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrowerexcept in the case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Company, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Companyapplicable Borrower(s) pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the term Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the applicable Borrower(s), each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, 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, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.20 shall not exceed $25,000,000constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Increase of Commitments. (a) If PROVIDED that no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Datecontinuing, the Borrowers may at any time from time to time prior to Company shall have the Maturity Date request one or more increases of the US Revolving Commitmentsright, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing withheld), to effectuate from time to time an increase in the Revolving Aggregate Commitment under the Credit Agreement by adding to the Credit Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this SECTION 13, constitute Banks hereunder), or by allowing one or more Banks to increase their Commitments made hereunder, so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.22 SECTION 13; PROVIDED that (a) no increase in Commitments pursuant to this SECTION 13 shall only be available for result in the issuance of Letters of Credit hereunder Aggregate Commitment exceeding $300,000,000, (for purposes of determining compliance with this clause (vb) Letters of Credit no Bank's Commitment amount shall be deemed increased without the consent of such Bank, and (c) on the effective date of any such increase in Aggregate Commitment, there are no outstanding Eurodollar Loans. The Company shall give the Agent three Business Days' notice of the Company's intention to be increase the last credit extended under Aggregate Commitment pursuant to this SECTION 13. Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Commitment, shall execute and deliver to the Agent a Revolving Commitment - document satisfactory to the Agent pursuant to which it being intended that no Borrower becomes a party hereto or increases its Commitment, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall be (among other matters) specify the domestic lending office and Eurodollar lending office of such new commercial bank or other financial institution. In addition, the Company shall execute and deliver a Note in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding the Commitment of each new commercial bank or other financial institution, or, against delivery to it of such Borrower exceed Bank's existing Note, a replacement Note in the principal amount of the aggregate Revolving Commitments increased Commitment of each Bank agreeing to such Borrower before giving effect increase its Commitment, as the case may be. Such Notes and other documents of the nature referred to such increase), in this SECTION 13 shall be furnished to the Agent in form and (vi) substance as may be reasonably required by it. Upon the aggregate amount execution and delivery of such increases during documents, such new commercial bank or financial institution shall constitute a "Bank" under the term of this Credit Agreement with a Commitment as specified therein, or such Bank's Commitment shall not exceed $25,000,000increase as specified therein, as the case may be.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior Subject to the Maturity Date request one or more increases approval of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of ), the Revolving Commitments representing Borrower shall have the right to request an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the aggregate amount of the aggregate Revolving Commitments to (provided that there shall be no more than two such Borrower before giving effect to such increase), increases in the Commitments and (vi) the aggregate amount of such increases during in the term of Commitments pursuant to this Agreement Section shall not exceed $25,000,000200,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (a) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) the aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.4(j) which have not been repaid, and the Borrower shall pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date and except for changes in factual circumstances or transactions, in either event not prohibited hereunder). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (B) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment and a Competitive Advance Note within two (2) Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. The Borrower shall also execute and deliver to the other Lenders replacement Competitive Advance Notes increasing the principal face amount thereof to 50% of the new Total Commitment.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers The Borrower may at any time from time to time prior to after the Maturity Date request one or more increases of the US Revolving CommitmentsRestatement Date, Canadian Revolving Commitments or the UK Revolving Commitments by written notice to the Administrative Agent (which shall be provided four Business Days prior to the Increase Effective Date), executed by the Borrower and one or more financial institutions (any such financial institution referred to in writing this Section being called an “Increasing Lender”), which may include any Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the amount of Increasing Lenders to be increased (any such proposed extension or increase (each such notice, being called a “Commitment Increase NoticeIncrease”), in an amount set forth in such notice; provided, however, that, that (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased Commitment Increases becoming effective on any single date shall not be at least $25,000,000 (or such lesser amount consented to by the Administrative Agent), (ii) at no time shall the aggregate amount of Commitments, giving effect to the Commitment Increases effected pursuant to this paragraph, exceed $175,000,0001,600,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitmenteach Increasing Lender, each as herein provided, shall require if not already a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase)Lender hereunder, (ivA) shall be subject to the Commitments may not be increased without the consent approval of the Administrative Agent and each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed), (B) shall complete an Administrative Questionnaire and (vC) that portion of shall become a party hereto by completing and delivering to the Revolving Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments representing an increase and increases in Commitments shall become effective on the date specified in the Revolving Commitments made applicable notices delivered pursuant to this Section 2.22 paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall only thereafter be available for the issuance of Letters of Credit deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and shall be subject to all obligations of, a Lender hereunder and (for purposes of determining compliance with this clause (vy) Letters of Credit Schedule 2.01 shall be deemed to be have been amended to reflect the last credit extended under Commitments of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Revolving Commitment - it being intended that no Borrower Lender already a party hereto, Schedule 2.01 shall be in violation of this clause (v) unless deemed to have been amended to reflect the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount increased Commitment of such increases during Lender. For the term avoidance of this Agreement shall not exceed $25,000,000doubt, no Lender may be made an Increasing Lender without its consent.

Increase of Commitments. The Borrower shall have the right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $300,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05(a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lenders to become a party to this Agreement. All such allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a new Lender becomes a party to this Agreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.14 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (i) no Default or Event of Default shall have occurred exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be continuing true and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since correct in all material respects on and as of the Effective Date, date of such extension with the Borrowers may at any time from time to time prior same force and effect as if made on and as of such date except to the Maturity Date extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request one and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or more increases of the US Revolving Commitmentsreplacement Note, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent as appropriate, in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving 52 Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount within five Business Days of such increases during the term of this Agreement shall not exceed $25,000,000Lender’s request therefor.

Increase of Commitments. At any time prior to the Facility ----------------------- Termination Date, the Company may, on the terms set forth below, request that the Aggregate Commitment hereunder be increased; provided, that (ai) If the Aggregate Commitment hereunder at no time shall exceed $75,000,000 minus the aggregate amount of all reductions in the Aggregate Commitment previously made pursuant to section 2.6, (ii) each such request shall be in a minimum amount of at least $5,000,000 and in increments of $1,000,000 in excess thereof, (iii) an increase in the Aggregate Commitment hereunder may only be made at a time when no Default or Event of Unmatured Default shall have occurred and be continuing continuing, (iv) no Bank's Commitment shall be increased under this Section 2.11(d) without its consent. In the event of such a requested increase in the Aggregate Commitment, any financial institution (including, without limitation, any existing Bank) which the Company and no event, change the Agent invite to become a Bank or condition has occurred to increase its Commitment may set the amount of its Commitment at a level agreed to by the Company and the Agent. In the event that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request Company and one or more increases of the US Revolving Commitments, Canadian Revolving Commitments Banks (or other financial institutions) shall agree upon such an increase in the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Aggregate Commitment Increase Notice”); provided, however, that, (i) none the Company, the Agent and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall enter into an amendment to this Agreement setting forth the amounts of the US Revolving CommitmentCommitments, as so increased, providing that the Canadian Revolving Commitment or financial institutions extending new Commitments shall be Banks for all purposes under this Agreement, and setting forth such additional provisions as the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, Agent and the Company shall consider reasonably appropriate and (ii) the aggregate amount Company shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or increasing its Commitment. No such amendment shall require the approval or consent of any Bank whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments as so increased shall not exceed $175,000,000(including, (iii) without limitation, the Agent administering the reallocation of any increase in either outstanding Loans ratably among the Canadian Revolving Commitment or the UK Revolving Commitment, Banks after giving effect to each as herein provided, shall require a corresponding dollar per dollar such increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increaseAggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Company), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit Agreement shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000amended accordingly.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no eventThe Borrower may, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by written notice to the Administrative Agent on up to four (4) occasions during the period from the Agreement Execution Date to January 17, 2016, request incremental Commitments in writing an amount not to exceed the aggregate amount of $100,000,000.00 from one or more additional Lenders (which may include any existing Lender) willing to provide such incremental Commitments in their own discretion. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the amount Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments. If Lenders are willing to provide such proposed additional Commitments, the Aggregate Commitment may be increased from time to time by the addition of a new Lender(s) or the increase of the Commitment of an existing Lender(s) with the consent of only the Borrower, the Administrative Agent, and the new or existing Lender(s) providing such additional Commitment so long as the Aggregate Commitment does not exceed $500,000,000. Nothing in this Section 2.1(c) shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder. Any such increase in the Aggregate Commitment shall be conditioned upon the contemporaneous addition of Potential Properties as Subject Properties in accordance with Section 2A.2 to effect compliance with all financial covenants set forth in Section 6.18 immediately following the increase of the Aggregate Commitment and upon satisfaction of the requirements for additional Borrowings pursuant to Section 2.9. Such increases shall be evidenced by the execution and delivery of an Amendment Regarding Increase in the form of Exhibit K attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such additional Commitment (each such notice, a the “Commitment Increase Notice”); provided, however, thata copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. The amount of the requested increase shall be set forth in the Increase Notice. Notwithstanding the foregoing, (i) none of no increase in the US Revolving CommitmentAggregate Commitment may occur after January 17, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent2016, and (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase)less than $25,000,000. On the effective date of each such increase in the Aggregate Commitment, (iv) the Commitments may not be increased without the consent of Borrower and the Administrative Agent (which consent shall not be unreasonably withheld cause the new or delayed) (v) that portion existing Lenders providing such increase to hold its or their Percentage of all ratable Borrowings outstanding at the Revolving Commitments representing an close of business on such day, by either funding more than its or their Percentage of new ratable Borrowings made on such date or purchasing shares of outstanding ratable Loans held by the other Lenders or a combination thereof. The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Borrowings to achieve such result. Borrower agrees to pay all fees associated with the increase in the Revolving Commitments made pursuant to this Aggregate Commitment including any amounts due under Section 2.22 shall only be available for the issuance 3.4 in connection with any reallocation of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Fixed Rate Borrowings.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers The Company may at any time from time to time prior to the Maturity Date request on one or more increases of the US Revolving Commitmentsoccasions, Canadian Revolving Commitments or the UK Revolving Commitments by written notice to the Administrative Agent Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in writing this Section being called an “Increasing Lender”), which may include any Lender, cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the amount of Increasing Lenders to be increased, as the case may be (any such proposed increase (each such noticeextension or increase, a “Commitment Increase NoticeIncrease”), in an amount for each Increasing Lender set forth in such notice; provided, however, that, provided that (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased all Commitment Increases effected pursuant to this paragraph shall not exceed $175,000,000250,000,000, (iiiii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitmenteach Increasing Lender, each as herein providedif not already a Lender hereunder, shall require a corresponding dollar per dollar increase in be subject to the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent approval of the Administrative Agent (which consent shall not to be unreasonably withheld or delayed), (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Company and (viv) that portion no Lender shall be required to participate in any Commitment Increase. New Commitments and increases in Commitments shall, subject to the terms and conditions of this Section, become effective on the Revolving Commitments representing an increase date specified in the Revolving Commitments made applicable notice delivered pursuant to this Section 2.22 paragraph. Upon the effectiveness of any accession agreement to which any Increasing Lender is a party, such Increasing Lender shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall thereafter be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower party to this Agreement and shall be in violation of this clause (v) unless the principal amount of Revolving Loans entitled to all rights, benefits and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase)privileges, and (vi) subject to all the aggregate amount obligations, of such increases during a Lender hereunder. For the term avoidance of this Agreement doubt, upon the effectiveness of any Commitment Increase, the Applicable Percentages of all the Lenders shall not exceed $25,000,000automatically be adjusted to give effect thereto.

Increase of Commitments. (a) If no Default or Default, Event of Default or Material Adverse Effect shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Datecontinuing, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases an increase of the US Revolving Commitments, Credit Commitments or Canadian Revolving Commitments or the UK Revolving Credit Commitments by notice to the Administrative Agent and the Canadian Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”"COMMITMENT INCREASE NOTICE"); provided, however, that, that (i1) none of neither the US Revolving Commitment, Credit Commitment nor the Canadian Revolving Commitment or the UK Revolving Credit Commitment of any Revolving Lender may be increased without such Revolving Lender’s 's consent, and (ii2) the aggregate amount of the Revolving Credit Commitments as so increased shall not exceed $175,000,000, (iii) 450,000,000. Any such Commitment Increase Notice delivered with respect to any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar proposed increase in the US Revolving Credit Commitments must offer each US Revolving Lender an opportunity to subscribe for its Applicable Percentage of the increased US Revolving Credit Commitments. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Canadian Revolving Credit Commitments must offer each Canadian Lender an opportunity to subscribe for its Applicable Percentage of the increased Canadian Revolving Credit Commitments. The Administrative Agent or the Canadian Administrative Agent, as applicable, shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its US Revolving Credit Commitment or Canadian Revolving Credit Commitment (as applicable) shall notify the applicable Agent in writing no later than ten (10) Business Days after receipt of notice from such corresponding Agent. Any Lender that does not notify the applicable Agent within the time period specified above that it will increase shall not its US Revolving Credit Commitment or Canadian Revolving Credit Commitment will be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld have rejected such offer. Any agreement by a Lender to increase its US Revolving Credit Commitment or delayed) (v) that portion of the Canadian Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit Commitment shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000irrevocable.

Increase of Commitments. (ai) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at At any time from time to time prior to the Maturity Date Facility Termination Date, the Company may request one or more increases that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the US Revolving CommitmentsLenders, Canadian Revolving Commitments or (a) the UK Revolving Commitments by Aggregate Commitment shall at no time exceed $300,000,000 minus the aggregate amount of all reductions in the Aggregate Commitment previously made pursuant to Section 2.6.3; and (b) each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent in writing of and the amount Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such proposed increase increase, which notice (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of shall specify the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate 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 proportions that their respective Commitments as so increased bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or 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 by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a “Lender Increase Notice”). Any Lender which does not exceed $175,000,000, submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (iii15) Business Day period shall be deemed to have denied any increase in either its Commitment. In the Canadian Revolving Commitment or event that the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase increases of Commitments set forth in the US Revolving Lender Increase Notices exceed the amount requested by the Company in the Commitment Increase Notice, the Administrative Agent and the Arranger shall have the right, in consultation with the Company, to allocate the amount of increases necessary to meet the Company’s Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Company, not later than three (such corresponding increase 3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any financial institution that shall not 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 deemed consented to be an additional increase), (iv) the Commitments may not be increased without the consent of by the Administrative Agent (which consent shall not be unreasonably withheld or delayedwithheld). If the Company shall not have arranged any Proposed New Lender(s) (v) that portion of to commit to the Revolving Commitments representing an increase in shortfall from the Revolving Commitments made pursuant to this Section 2.22 shall only be available for Lender Increase Notices, then the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit Company shall be deemed to be have reduced the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and Protective Advances outstanding any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to such Borrower exceed the proposed effective date of the amount of each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the aggregate Revolving Commitments Aggregate Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) the Company shall have obtained the consent thereto of each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (B) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment all representations and warranties shall be true and correct in all material respects as though made on such Borrower before giving effect date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (C) the Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit I hereto, (D) counsel for the Borrowers and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (E) the Borrowers and the 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 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 Company. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and (vi) each Lender of the aggregate amount effective date of such increases during increase. Upon the term effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall not exceed $25,000,000have the rights and obligations of a Lender hereunder and thereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.

Increase of Commitments. The Borrower shall have the right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $100,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lenders to become a party to this Agreement. All such allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a new Lender becomes a party to this Agreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased LEGAL02/33561677v8 by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.14 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (i) no Default or Event of Default shall have occurred exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be continuing true and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since correct in all material respects on and as of the Effective Date, date of such extension with the Borrowers may at any time from time to time prior same force and effect as if made on and as of such date except to the Maturity Date extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request one and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or more increases of the US Revolving Commitmentsreplacement Note, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent as appropriate, in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount within five Business Days of such increases during the term of this Agreement shall not exceed $25,000,000Lender’s request therefor.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers The Borrower may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitmentstime, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent, request that the aggregate Commitments be increased by an amount that will not result in the aggregate Commitments under this Agreement to exceed $35,000,000. Each such notice shall set forth the requested amount of the increase in the Commitments and the date on which such increase is to become effective. The Borrower shall have the right, but not the obligation, to arrange for one or more commercial banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount up to, but not greater than, the requested increase, provided that each Augmenting Lender, if not already a Lender hereunder (i) shall extend a new Commitment of not less than $5,000,000, (ii) shall execute all such documentation as the Administrative Agent shall specify to evidence its status as a Lender hereunder and (iii) shall be consented to by the Administrative Agent. If (and only if) Lenders (including Augmenting Lenders) shall have agreed to increase their aggregate Commitments or to extend new Commitments in writing an aggregate amount not less than $5,000,000 in the aggregate, such increases and such new Commitments shall become effective on the date agreed to by the Borrower, the Augmenting Lenders and the Administrative Agent. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, on the date of such increase, the conditions set forth in Section 9.2 shall be satisfied (with all references in such paragraphs to a Loan being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower. Upon the effectiveness of any increase pursuant to this Section 2.1.2 of the aggregate Commitments and any resulting adjustment in the Funding Percentage, the Lenders and the Augmenting Lenders will purchase from each other and sell to each other outstanding Loans sufficient to cause the outstanding Loans of each Lender and Augmenting Lender to equal its Funding Percentage (as so adjusted) of the aggregate outstanding Loans. Such purchase and sale shall be made pursuant to Section 12.2 except that no minimum amount shall be required, no processing fee shall be charged and, if any Lender shall suffer a loss or incur an expense as a result of the effectiveness of such purchase or sale being during an Interest Period, the Borrower shall reimburse such Lender the amount of such proposed increase (each loss or expense. Each such notice, Lender shall furnish the Borrower with a “Commitment Increase Notice”); provided, however, that, (i) none of certificate setting forth the US Revolving Commitment, basis for determining the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant paid to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000hereunder.

Increase of Commitments. (a) If So long no Default or Event of Default exists or would arise as a result thereof, the Lead Borrower shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may right at any time, but only one time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall Agreement, to request an increase of the Total Commitments to an amount not to exceed $25,000,000150,000,000.00. Any such requested increase shall be first made to all existing Revolving Lenders on a pro rata basis. In the event that any existing Revolving Lender does not notify the Administrative Agent within ten (10) Business Days from the receipt of the requested increase that the such existing Revolving Lender will increase its Revolving Commitment, and the amount of its increase, the existing Revolving Lender shall be deemed to have declined the requested increase of its Revolving Commitment. To the extent that one or more existing Revolving Lenders decline to increase their respective Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent shall use reasonable efforts to arrange for other Persons to become Revolving Lenders hereunder and to issue commitments in an amount equal to the amount of the increase in the Commitments requested by the Lead Borrower and not accepted by the existing Revolving Lenders (each such increase by either means, a "Commitment Increase", and each such Person issuing, or Revolving Lender increasing, its Revolving Commitment, an "Additional Commitment Lender"), provided, however, that (x) no Revolving Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower, and (y) any Additional Commitment Lender which is not an existing Revolving Lender shall be subject to the approval of the Administrative Agent and (z) nothing contained herein shall constitute the unconditional obligation of the Administrative Agent to provide or obtain commitments for such Commitment Increase, as the Administrative Agent only is agreeing hereby to use its reasonable efforts to arrange for Commitment Increases and Additional Commitment Lenders.

Increase of Commitments. With the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned or delayed, the Borrower shall have the right at any time and from time to time to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $1,500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than 4 requests for increases in the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If no a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, increase the amount of its Commitment Percentage), in each case, as determined after giving effect to the increase of Commitments, of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects (or if otherwise qualified by materiality, is not (or would not be) true and correct in all respects) on the effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date, in which case they shall have occurred been true and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior correct in all material respects as of such earlier date (except to the Maturity Date request one extent otherwise qualified by materiality, in which case such representation or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent warranty shall have been true and correct in writing of the amount all respects as of such proposed earlier date) and except for changes in factual circumstances not prohibited hereunder). In connection with any increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) in the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 subsection, (a) any Lender becoming a party hereto shall only be available for execute such documents and agreements as the issuance of Letters of Credit hereunder Agent may reasonably request and (for purposes of determining compliance with this clause (vb) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of such Lender’s Commitment within 5 Business Days of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) effectiveness of the applicable increase in the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Commitments.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers The Borrower may at any time from time to time prior elect to increase the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing each case in minimum increments of the amount of such proposed increase (each such notice$5,000,000 and not less than $20,000,000, a “Commitment Increase Notice”); providedso long as, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before after giving effect to such increase)thereto, and (vi) the aggregate amount of such increases during the term of this Agreement shall does not exceed $25,000,000.200,000,000, after giving effect to any such increase, the Aggregate Commitment does not exceed $650,000,000 and the total number of increases implemented under this Section 2.20 does not exceed four (4). The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Commitments or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, the Administrative Agent and the Issuing Banks and the Swingline Lender to the extent the consent of the Issuing Banks or the Swingline Lender would be required to effect an assignment under Section 9.04(b), and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.20. Increases and new Commitments pursuant to this Section 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) as of the effective date of any such increase, no Default shall exist and (ii) the Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Notwithstanding anything herein to the contrary, the Administrative Agent, the Borrower and the applicable Augmenting Lenders and/or Increasing Lenders may agree upon procedures for phasing in any increase to minimize breakage costs or for reasons of convenience. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time. In connection with any increase of the Commitments pursuant to this Section 2.20, any Augmenting Lender becoming a

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior Subject to the Maturity Date request one or more increases approval of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion ), the Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments representing an increase (provided that there shall be no more than three such increases in the Revolving Commitments made and the aggregate amount of increases in the Commitments pursuant to this Section 2.22 shall only not exceed $250,000,000) by providing written notice to the Agent, which notice shall be available for irrevocable once given. Each such increase in the issuance Commitments must be an aggregate minimum amount of Letters $50,000,000 and integral multiples of Credit hereunder (for purposes $5,000,000 in excess thereof. The Agent shall promptly notify each Lender of determining compliance with this clause (v) Letters any such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not be decreased as a result of Credit such requested increase in the Commitments. Each Lender shall notify the Agent within 10 Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in violation connection with any such requested increase must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of this clause an existing Lender) (vand as a condition thereto) unless purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans and Protective Advances outstanding to be purchased by such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and Lender plus (viB) the aggregate amount of payments previously made by the other Lenders under Sections 2.2.(e) or 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such increases during date on such portion of the term outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Agreement Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not exceed $25,000,000(or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. (ai) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at At any time from time to time prior to the Maturity Date Commitment Termination Date, the Company may request one or more increases that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the US Revolving CommitmentsLenders, Canadian Revolving (a) the Aggregate Commitment shall at no time exceed $152,500,000 minus the aggregate amount of all reductions in the Aggregate Commitment previously made pursuant to Section 2.6.3; (b) the Combined Commitment shall at no time exceed $255,000,000; and (c) each such request shall be in a minimum amount of at least $25,000,000 and increments of $5,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Company 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 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 proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the UK Revolving Commitments 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 by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a "LENDER INCREASE NOTICE"). Any Lender which does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in writing its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company in the Commitment Increase Notice, the Administrative Agent and the Arranger shall have the right, in consultation with the Company, to allocate the amount of such proposed increase (each such notice, a “increases necessary to meet the Company's Commitment Increase Notice”); provided. In the event that the Lender Increase Notices are less than the amount requested by the Company, however, that, not later than three (i3) none of Business Days prior to the US Revolving Commitment, proposed effective date the Canadian Revolving Commitment or Company may notify the UK Revolving Commitment Administrative Agent of any Revolving 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 may shall be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed consented to be an additional increase), (iv) the Commitments may not be increased without the consent of by the Administrative Agent (which consent shall not be unreasonably withheld or delayedwithheld). If the Company shall not have arranged any Proposed New Lender(s) (v) that portion of to commit to the Revolving Commitments representing an increase in shortfall from the Revolving Commitments made pursuant to this Section 2.22 shall only be available for Lender Increase Notices, then the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit Company shall be deemed to be have reduced the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and Protective Advances outstanding any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to such Borrower exceed the proposed effective date of the amount of each Lender's and Proposed New Lenders' Commitment (the "EFFECTIVE COMMITMENT AMOUNT") and the amount of the aggregate Revolving Commitments Aggregate Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to such Borrower before giving effect to such increase), and the following conditions precedent: (viA) the aggregate amount Company shall have obtained the consent thereto of such increases during each Guarantor and its reaffirmation of the term of this Agreement shall not exceed $25,000,000.Loan Document(s)

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers The Company may at any time from time to time prior elect to increase the Maturity Date request Revolving Commitments or enter, or cause one or more increases Foreign Subsidiary Borrowers to enter, into one or more tranches of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase term loans (each such notice, a an “Commitment Increase NoticeIncremental Term Loan”); provided, howeverin each case in minimum increments of $25,000,000 so long as, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before after giving effect to such increase)thereto, and (vi) the aggregate amount of such increases and all such Incremental Term Loans does not exceed $300,000,000. The Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Commitments, or to participate in such Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Company and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 hereto, and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Revolving Commitments pursuant to this Section 2.20. No consent of any Lender (other than the Lenders participating in any Incremental Term Loan) shall be required for any Incremental Term Loans pursuant to this Section 2.20. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the applicable Borrower(s), the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 shall be satisfied (and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company) or waived by the Required Lenders and (B) the Company shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.09 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the applicable Borrower(s) to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Company, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the applicable Borrower(s) pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the term Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the applicable Borrower(s), each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, 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, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.20 shall not exceed $25,000,000constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder, or provide Incremental Term Loans, at any time.

Increase of Commitments. The Borrower shall have the right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $300,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05(a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment LEGAL02/33546501v8 in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lenders to become a party to this Agreement. All such allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a new Lender becomes a party to this Agreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.14 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (i) no Default or Event of Default shall have occurred exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be continuing true and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since correct in all material respects on and as of the Effective Date, date of such extension with the Borrowers may at any time from time to time prior same force and effect as if made on and as of such date except to the Maturity Date extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request one and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or more increases of the US Revolving Commitmentsreplacement Note, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent as appropriate, in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount within five Business Days of such increases during the term of this Agreement shall not exceed $25,000,000Lender’s request therefor.

Increase of Commitments. By delivery of an effective Increase Notice to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Company may request an increase of the aggregate amount of the Commitments; provided that (a) If the aggregate amount of the Commitments both before and after giving effect to such requested increase shall not exceed $525,000,000, (b) no Default or Event of Default shall have occurred and be continuing or would result therefrom and no event, change or condition has occurred that has had, or could reasonably (c) the Company shall cause to be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice delivered to the Administrative Agent a commitment (or commitments) from (i) at least one Lender that commits to lending to the Borrowers more than its then current Commitment (such Lender to be referred to herein as an “Existing Lender” and such amount of its commitment above its then current Commitment to be referred to herein as a “Commitment Supplement”) and/or (ii) any other Person that meets the requirements of the definition of “Eligible Assignee” (as defined in writing of Article I hereof) and that commits to lending to the Borrowers and becoming a Lender under this Agreement (such Person to be referred to herein as a “New Lender” and the amount of such proposed increase its commitment to be referred to herein as a “New Commitment”) (each such notice, a Existing Lender and each New Lender to be referred to herein collectively as the “Commitment Increase NoticeSupplementing Lenders”); provided. Upon receipt of notice from the Administrative Agent to the Lenders and the Company that the Supplementing Lenders have agreed to commit to increase the Commitments by an aggregate amount equal to the Increase Amount (as defined below) and execution and delivery by the Borrowers, howeverthe Administrative Agent and the Supplementing Lenders of an Increased Commitment Agreement evidencing such agreement, then (A) the then current aggregate Commitments shall be increased by the Increase Amount, (B) the then current Commitment of each Existing Lender shall be increased by such Existing Lender’s Commitment Supplement and (C) each of the New Lenders will be added as a Lender under this Agreement and each such New Lender’s Commitment shall be such New Lender’s New Commitment. On the effective date of the Increased Commitment Agreement, the Borrowers shall request a Revolving Advance hereunder, which Revolving Advance shall be made by (and only by) the Supplementing Lenders in the appropriate amounts as provided below. The proceeds of such Revolving Advance shall be utilized by the Borrowers to repay the Lenders that did not agree to increase their Commitments, such Revolving Advance and repayment to be in amounts sufficient so that, (i) none of after giving effect to the US Revolving CommitmentIncreased Commitment Agreement, the Canadian Revolving Commitment or Advances and the UK Revolving Commitment Letter of any Revolving Lender may Credit Exposure shall be increased without such Revolving Lender’s consent, (ii) held by the aggregate amount Lenders according to their Pro Rata Share of the Commitments as so increased in accordance with the Increased Commitment Agreement. The Borrower shall not exceed $175,000,000, (iii) pay any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made amounts required pursuant to Section 2.8 as a result of any payment of any Eurodollar Rate Advance under this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,0002.16.

Increase of Commitments. The Revolving Loan Commitment may be increased by Borrowers by an aggregate amount of up to Twenty Million Dollars ($20,000,000) (the “Revolving Commitment Increase”), provided that: (a) If Borrower Representative shall have given to Lender at least thirty (30) days’ notice of Borrowers’ intention to seek a Revolving Commitment Increase and the desired amount of such Revolving Commitment Increase; (b) such Revolving Commitment Increase shall not increase the amount of the Revolving Loan Commitment of Lender without the written consent of Lender, in Lender's discretion; (c) to the extent requested by any lender participating in such Revolving Commitment Increase, Borrowers shall execute a new Revolving Note with respect to such lender reflecting the amount of, or increase in, such Lender's Revolving Commitment, (d) to the extent requested by Lender, Credit Parties shall execute any additional documents, instruments or agreements that Lender deems necessary or desirable in connection therewith (including, without limitation, secretary's certificates and authorizing resolutions and, to the extent required by Lender, an amendment to, or amendment and restatement of, this Agreement to add additional lenders); (e) as of the date of such Revolving Commitment Increase, both before and immediately after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consentexist, (ii) on a pro forma basis, Credit Parties shall remain in compliance with each Financial Covenant, and (iii) each of the aggregate conditions set forth in Section 4.2 shall be satisfied; and (f) any such Revolving Commitment Increase shall be in a minimum amount of at least Ten Million Dollars ($10,000,000) (or such lesser amount which shall be approved by Lender) and in integral multiples of One Million Dollars ($1,000,000) in excess thereof, and no more than two (2) Revolving Commitment Increases shall be permitted in total. A Revolving Commitment Increase may be effected by Lender by increasing its Revolving Loan Commitment or one or more new lenders that are satisfactory to Lender in its discretion joining this Agreement and providing a Revolving Commitment. After any Revolving Commitment Increase, all of the terms and conditions of this Agreement and the other Loan Documents shall apply to the increased amount of the Commitments Revolving Loan Commitment (including (i) being on a pari passu basis in right of payment and Guarantees with the other Revolving Loans, (ii) having the same maturity date as so increased shall not exceed $175,000,000the Revolving Loan Commitment prior to such increase, and (iii) having the same Applicable Margin as the other Revolving Loans); provided that Borrowers agree to pay to Lender and any increase new lenders such arrangement, commitment and other fees and expenses to be agreed between Borrowers, Lender and any new lenders in either the Canadian connection with such Revolving Commitment Increase. Lender shall have no liability to any Borrower or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase any other Credit Party or to any other new lender in the US connection with any syndication of any Revolving Commitment (Increase. Borrowers shall prepay any Revolving Loans on the date of any such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant Loan Commitment to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed extent necessary to be keep the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of outstanding Revolving Loans and Protective Advances outstanding to such Borrower exceed ratable with any revised Revolving Loan Commitment arising from any non-ratable increase in the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of Loan Commitment under this Agreement shall not exceed $25,000,000Section.

Increase of Commitments. The Borrower shall have the right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $300,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05(a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.24. No Lender shall be required to increase its Commitment. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lenders to become a party to this Agreement. All such allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a new Lender becomes a party to this Agreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.14 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (i) no Default or Event of Default shall have occurred exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be continuing true and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since correct in all material respects on and as of the Effective Date, date of such extension with the Borrowers may at any time from time to time prior same force and effect as if made on and as of such date except to the Maturity Date extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request one and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or more increases of the US Revolving Commitmentsreplacement Note, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent as appropriate, in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount within five Business Days of such increases during the term of this Agreement shall not exceed $25,000,000Lender’s request therefore.

Increase of Commitments. By written notice sent to the Administrative Agent (awhich the Administrative Agent shall promptly distribute to the Lenders), the Borrower may request an increase of the Total Commitment: (i) If by an aggregate amount equal to any integral multiple of $5,000,000 and not less than $10,000,000 and (ii) by an aggregate amount not to exceed $50,000,000; provided that (i) no Default or Event of Default shall have occurred and be continuing continuing, (ii) the Total Commitment shall not have been reduced, nor shall the Borrower have given notice of any such reduction under Section 2.09(b), and no event, change or condition has occurred that has had, or could reasonably be expected (iii) the Total Commitment shall not previously have been increased pursuant to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request this Section 2.20 more than three (3) times. If one or more increases of the US Revolving CommitmentsLenders is not increasing its Commitment, Canadian Revolving Commitments or the UK Revolving Commitments by then, with notice to the Administrative Agent in writing of and the amount of such proposed increase other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (each such notice, a “Commitment Increase NoticeNew Lender”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) commit to provide an amount equal to the aggregate amount of the Commitments as so increased shall requested increase that will not exceed $175,000,000, (iii) any increase in either be provided by the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein existing Lenders; provided, that the Commitment of each New Lender shall require a corresponding dollar per dollar increase in be at least $5,000,000 and the US Revolving Commitment maximum number of New Lenders shall be three (such corresponding increase shall not be deemed to be an additional increase3), (iv) the Commitments may not be increased without the consent . Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the amount of the requested increase (the “Increase Amount”) (or such lesser amount as the Borrower shall agree, which consent shall be at least $10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default or Event of Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit G. If all existing Lenders shall not be unreasonably withheld or delayed) (v) that have provided their pro rata portion of the Revolving Commitments representing an increase requested Increase Amount, the Loans will not be held pro rata by the Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the effectiveness of the Increased Commitment Supplement, the Revolving Commitments Lenders shall make advances among themselves so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders, pro rata in accordance with the Applicable Percentages hereunder. The advances so made pursuant by each Lender whose Applicable Percentage has increased as a result of the changes to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit Total Commitment shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation purchase of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the a corresponding amount of the aggregate Loans of the Revolving Commitments to such Borrower before giving effect to such increase), and (vi) Lender or Lenders whose Applicable Percentages have decreased. The advances made under this Section 2.20 shall be Base Rate Loans made under each Revolving Lender’s Commitment. All advances made under this Section 2.20 shall be made through the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Administrative Agent.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no eventThe Borrower may, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by written notice to the Administrative Agent on up to four (4) occasions during the period from the Agreement Execution Date to January 17, 2016, request incremental Commitments in writing an amount not to exceed the aggregate amount of $100,000,000.00 from one or more additional Lenders (which may include any existing Lender) willing to provide such incremental Commitments in their own discretion. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the amount Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments. If Lenders are willing to provide such proposed additional Commitments, the Aggregate Commitment may be increased from time to time by the addition of a new Lender(s) or the increase of the Commitment of an existing Lender(s) with the consent of only the Borrower, the Administrative Agent, and the new or existing Lender(s) providing such additional Commitment so long as the Aggregate Commitment does not exceed $300,000,000. Nothing in this Section 2.1(c) shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder. Any such increase in the Aggregate Commitment shall be conditioned upon the contemporaneous addition of Potential Properties as Subject Properties in accordance with Section 2A.2 to effect compliance with all financial covenants set forth in Section 6.18 immediately following the increase of the Aggregate Commitment and upon satisfaction of the requirements for additional Borrowings pursuant to Section 2.9. Such increases shall be evidenced by the execution and delivery of an Amendment Regarding Increase in the form of Exhibit K attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such additional Commitment (each such notice, a the “Commitment Increase Notice”); provided, however, thata copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. The amount of the requested increase shall be set forth in the Increase Notice. Notwithstanding the foregoing, (i) none of no increase in the US Revolving CommitmentAggregate Commitment may occur after January 17, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent2016, and (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase)less than $25,000,000. On the effective date of each such increase in the Aggregate Commitment, (iv) the Commitments may not be increased without the consent of Borrower and the Administrative Agent (which consent shall not be unreasonably withheld cause the new or delayed) (v) that portion existing Lenders providing such increase to hold its or their Percentage of all ratable Borrowings outstanding at the Revolving Commitments representing an close of business on such day, by either funding more than its or their Percentage of new ratable Borrowings made on such date or purchasing shares of outstanding ratable Loans held by the other Lenders or a combination thereof. The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Borrowings to achieve such result. Borrower agrees to pay all fees associated with the increase in the Revolving Commitments made pursuant to this Aggregate Commitment including any amounts due under Section 2.22 shall only be available for the issuance 3.4 in connection with any reallocation of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Fixed Rate Borrowings.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Datecontinuing, the Borrowers Borrower may at any time and from time to time prior to the Maturity Date request one or more increases an increase of the US aggregate Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Loan Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, that (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may each such increase shall be increased without such Revolving Lender’s consentat least $25,000,000, (ii) the aggregate amount of the cumulative increase in Commitments as so increased pursuant to this Section 2.19 shall not exceed $175,000,000, 100,000,000 (so that the maximum amount of the revised Revolving Loan Commitments shall not be greater than $450,000,000) and (iii) the Revolving Loan Commitment of any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments Lender may not be increased without the consent such Lender’s consent. The Administrative Agent shall, within five Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Revolving Loan Commitment shall so notify the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) in writing no later than 20 days after receipt by the Lender of such request. Any Lender that portion of accepts an offer to it by the Borrower to increase its Revolving Commitments representing an increase in the Revolving Commitments made Loan Commitment pursuant to this Section 2.22 2.19 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, whereupon such Lender shall only be available for bound by and entitled to the issuance benefits of Letters this Agreement with respect to the full amount of Credit hereunder (for purposes its Revolving Loan Commitment as so increased, and the definition of determining compliance with this clause (v) Letters of Credit Revolving Loan Commitment in Section 1.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that does not notify the last credit extended under a Administrative Agent within such period that it will increase its Revolving Loan Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of deemed to have rejected such offer to increase its Revolving Loans and Protective Advances outstanding Loan Commitment. No Lender shall have any obligation whatsoever to such Borrower exceed the amount agree to increase its Revolving Loan Commitment. Any agreement to increase a Lender’s pro rata share of the aggregate increased Revolving Commitments to such Borrower before giving effect to such increase), Loan Commitment shall be irrevocable and (vi) shall be effective upon notice thereof by the aggregate amount Administrative Agent at the same time as that of such increases during the term of this Agreement shall not exceed $25,000,000all other increasing Lenders.

Increase of Commitments. (i) The Borrowers’ Agent, on behalf of the U.S. Borrowers, may request the right on one or more occasions to effectuate an increase of the U.S. Revolving Credit Commitments (any such increase, a “Commitment Increase”) in an aggregate amount for all Commitment Increases after the Agreement Date of up to the difference between (A) $2,300,000,000 and (B) the Maximum Revolver Amount as of the Agreement Date (the “Commitment Increase Cap”) by delivering a notice of the requested Commitment Increase to the Agent in a form reasonably acceptable to the Agent (a “Notice of Requested Commitment Increase”), provided that, in each case: (a) If no Commitment Increase may be in an amount less than $50,000,000, (b) the proposed Commitment Increase shall have been consented to in writing by (i) each U.S. Lender (if any) who is increasing its U.S. Revolving Credit Commitment and/or (ii) any other bank or financial institution acceptable to the Borrowers’ Agent, the Agent, the U.S. Letter of Credit Issuers and the U.S. Swingline Lender that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (a “New Lender”), (c) the proposed Commitment Increase, together with any prior Commitment Increases, shall not exceed the Commitment Increase Cap, (d) no Default or Event of Default shall have occurred and be continuing and no event, change exist either before or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior after giving effect to the Maturity Date request one Commitment Increase, and (e) all fees and expenses owing to the Agent or more increases the Lenders in respect of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing Commitment Increase shall have been paid. The Notice of Requested Commitment Increase shall specify: (i) the amount of such proposed the requested increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US in U.S. Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, Credit Commitments and (ii) the aggregate requested date of the increase in the U.S. Revolving Credit Commitments (which shall be at least fifteen (15) days from the date of delivery of the Notice of Requested Commitment Increase). The increased or new U.S. Revolving Credit Commitments resulting from any Commitment Increase and any financial accommodations provided thereunder shall be subject to the same terms and conditions (including applicable Interest Rates) as the U.S. Revolving Credit Commitments in effect prior to such Commitment Increase and any financial accommodations provided thereunder (provided that the amount of upfront fees payable to any Lender which increases its U.S. Revolving Credit Commitment or any New Lender with respect to such Commitment Increase may be different than the Commitments as so upfront fees paid to the existing holders of U.S. Revolving Credit Commitment on the Agreement Date or in connection with any other Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on all U.S. Borrowers. Upon the effective date of any such Commitment Increase, the Borrowers’ Agent shall deliver to the Agent a certificate of the chief financial officer of the Borrowers’ Agent certifying that no Default or Event of Default then exists or would be caused thereby. Upon the effective date of any Commitment Increase, the Agent shall have received amendments to this Agreement and the other Loan Documents, Incremental Assumption Agreements for each Lender or New Lender committing to such Commitment Increase, and, if requested, opinion letters and such other agreements, documents and instruments reasonably requested by and reasonably satisfactory to the Agent in its reasonable discretion evidencing and setting forth the conditions of the Commitment Increase. Upon the effective date of any Commitment Increase, the Maximum Revolver Amount and the Maximum U.S. Revolver Amount shall be automatically increased by the Commitment Increase. For the avoidance of doubt, a Commitment Increase shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or Credit Commitments nor the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Maximum Specified Loan Sublimit.

Increase of Commitments. (ai) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at At any time from time to time prior to the Maturity Date Facility Termination Date, the Company may request one or more increases that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the US Revolving CommitmentsLenders, Canadian Revolving (a) the Aggregate Commitment shall at no time exceed $152,500,000 minus the aggregate amount of all reductions in the Aggregate Commitment previously made pursuant to Section 2.6.3; (b) the Combined Commitment shall at no time exceed $255,000,000; and (c) each such request shall be in a minimum amount of at least $25,000,000 and increments of $5,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Company 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 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 proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the UK Revolving Commitments 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 by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, being herein a “Commitment "LENDER INCREASE NOTICE"). Any Lender which does not submit a Lender Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed Notice to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent prior to the expiration of such fifteen (which consent shall not be unreasonably withheld or delayed15) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit Business Day period shall be deemed to be have denied any increase in its Commitment. In the last credit extended under a Revolving Commitment - it being intended event that no Borrower shall be the increases of Commitments set forth in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower Lender Increase Notices exceed the amount of requested by the aggregate Revolving Commitments Company in the Commitment Increase Notice, the Administrative Agent and the Arranger shall have the right, in consultation with the Company, to such Borrower before giving effect to such increase), and (vi) allocate the aggregate amount of such increases during necessary to meet the term Company's Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of this Agreement any financial institution that shall not exceed $25,000,000.have agreed to become a "Lender" party hereto (a "PROPOSED NEW LENDER") in connection with the Commitment Increase Notice. Any Proposed New Lender

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers The Borrower may at any time and from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitmentstime, Canadian Revolving Commitments or the UK Revolving Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy thereof to each Lender) executed by the Borrower and one or more financial institutions (the “Increasing Lenders”), which may include any Lender, cause new Commitments to be extended by the Increasing Lenders (or cause the Commitments of the Increasing Lenders that are already Lenders to be increased, as the case may be) in an amount of such proposed increase for each Increasing Lender (each which shall not be less than $5,000,000) set forth in such notice, a “Commitment Increase Notice”); provided, however, that, that (i) none the new Commitments and increases in existing Commitments pursuant to this paragraph shall not be greater than $103,000,000 in the aggregate during the term of the US Revolving Commitment, the Canadian Revolving Commitment this Agreement and shall not be less than $15,000,000 (or the UK Revolving Commitment any portion of such $103,000,000 aggregate amount remaining unused) for any Revolving Lender may be increased without such Revolving Lender’s consentincrease, (ii) the aggregate amount of the Commitments as so increased shall each Increasing Lender, if not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein providedalready a Lender hereunder, shall require a corresponding dollar per dollar increase in be subject to the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Any Incremental Facility (as defined below) shall have the same terms, and be subject to the same Loan Documents, as the Commitments existing immediately prior to the effectiveness of such Incremental Facility. The Borrower shall first seek any new Commitments from the existing Revolving Lenders hereunder and then, to the extent not provided by such existing Lenders hereunder, from one or more financial institutions that are not Lenders hereunder, provided, that no Commitment of any Lender may be increased without the consent of such Lender. Any new Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph (but not prior to, for any Increasing Lender that is not already a Lender, execution and delivery by such Increasing Lender of an Accession Agreement). Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges and subject to all obligations of a Lender hereunder. Upon the effectiveness of any New Commitments or increases in existing Commitments, Schedule 2.01 shall be deemed to have been amended to reflect the Commitments of the Increasing Lenders. Notwithstanding the foregoing, no extension of or increase in Commitments pursuant to this paragraph shall become effective unless (A) on a pro forma basis for the initial Borrowing under any such Incremental Facility and the application of the proceeds therefrom, (i) no Default or Event of Default has occurred and is continuing, (ii) the Borrower shall be in compliance with the financial covenant set forth in Section 7.17 as if an Excess Availability Triggering Event has occurred and is continuing, computed as of the last day of the most recently ended period of the Borrower for which financial statements have been provided to the Administrative Agent and (iii) the Borrower’s Excess Availability is equal to or greater than the Excess Availability Threshold, (B) to the extent requested by the Administrative Agent, the Administrative Agent shall have received documents consistent with those delivered under Section 4.01(a)(iii), (iv), (v), (vi), (vii) that portion and (viii), giving effect to such increase, and (C) on the effective date of such increase, the conditions set forth in Sections 4.02(b), 4.02(c) and 4.02(d) shall be satisfied (with all references in such Sections to a Credit Extension being deemed to be references to such extension of or increase in Commitments). On the effective date (the “Increase Effective Date”) of any extension of or increase in Commitments pursuant to this paragraph (an “Incremental Facility”), (1) the aggregate principal amount of the Revolving Commitments representing an increase in Borrowings outstanding (the Revolving Commitments made pursuant “Initial Borrowings”) immediately prior to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit Commitment Increase on the Increase Effective Date shall be deemed to be paid, (2) each Increasing Lender that shall have had a Commitment prior to the last credit extended under Commitment Increase shall pay to the Administrative Agent in same day funds an amount in Dollars equal to the difference between (I) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as hereinafter defined) and (II) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (3) each Increasing Lender that shall not have had a Revolving Commitment - prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount in Dollars equal to the product of (I) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (II) the amount of each Subsequent Borrowing, (4) after it being intended receives the funds specified in clauses (2) and (3) above, the Administrative Agent shall pay to each Lender the portion of such funds that no is equal to the difference between (I) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing and (II) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (5) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Subsequent Borrowings”) in violation of this clause (v) unless amounts equal to the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount amounts of the aggregate Revolving Commitments Initial Borrowings and of the Types and for the Interest Periods specified in a borrowing request delivered to such Borrower before the Administrative Agent in accordance with Section 2.02, (6) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to such increase), the Commitment Increase) and (vi7) the aggregate amount Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Initial Borrowings. The deemed payments made pursuant to clause (1) above shall be subject to compensation by the Borrower pursuant to Section 3.05 if the Increase Effective Date occurs other than on the last day of such increases during the term Interest Period of this Agreement any Initial Borrowing relating thereto. Notwithstanding anything herein to the contrary, the proceeds of any Incremental Facility shall not exceed $25,000,000be applied first, to prepay the outstanding Supplemental Loan and second, in accordance with Section 6.12.

Increase of Commitments. At any time, but not more than four (a4) If no Default or Event times during the term of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Datethis Agreement, the Borrowers Borrower may at any time from time request that the aggregate of the Commitments (the “Aggregate Commitment”) be increased by increasing the Revolving Commitments and/or obtaining incremental Term Loans hereunder; provided that (i) the aggregate amount of such increases shall not exceed $500,000,000 during the term of this Agreement and (ii) such request shall be in a minimum amount of $50,000,000. Any such incremental Term Loans (A) shall rank pari passu in right of payment and of security with the Revolving Loans and all other Term Loans, (B) shall not mature earlier than the Tranche B Maturity Date (but may, subject to time the next succeeding clause (C), have amortization prior to such date), (C) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the Tranche B Term Loans and (D) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Tranche B Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (1) the terms and conditions applicable to such incremental Term Loans maturing after the Tranche B Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Tranche B Maturity Date and (2) such incremental Term Loans may be priced differently than the Tranche B Term Loans. Such request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by shall be made in a written notice given to the Administrative Agent in writing of and the amount Lenders by the Borrower not less than ten (10) Business Days prior to the proposed effective date of such proposed increase increase, which notice (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of shall specify the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar proposed increase in the US Revolving Commitment (Aggregate Commitment, whether such corresponding increase shall not be deemed is to be an additional allocated to the Revolving Commitments and/or incremental Term Loans and the proposed effective date of such increase), . The Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a “Revolving Lender” party hereto (iva “Proposed New Lender”) in connection with the Commitments may not Commitment Increase Notice and any Proposed New Lender shall be increased without the consent of consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion ). 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 Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance amount of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a each Lender’s and Proposed New Lender’s Revolving Commitment - it being intended that no Borrower shall be in violation of this clause and/or incremental Term Loan commitment (vcollectively, the “Effective Commitment Amount”) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Aggregate Commitment, which amount shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice no event shall have occurred and then be continuing which constitutes a Default or Event of Default and the Borrower and its Subsidiaries shall be in compliance, calculated on a pro forma basis reasonably acceptable to the Administrative Agent, with the covenants contained in Section 6.11, (B) the Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Revolving Commitments Commitment” or incremental Term Loans in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit C, (C) counsel for the Borrower shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (D) the Borrower and each Proposed New Lender shall otherwise have executed and delivered such Borrower before other instruments and documents that the Administrative Agent shall have reasonably requested in connection with such increase and (E) the Administrative Agent shall have administered any relevant reallocation of the Credit Exposures on the effective date of such increase ratably among the relevant Lenders (including new Lenders) after giving effect to such increase). The Borrower hereby agrees to compensate each Lender for all losses, expenses and (vi) liabilities incurred by such Lender in connection with the aggregate amount sale and assignment of any LIBOR Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Borrower and each Lender of the effective date of such increases during increase. Upon the term effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall not exceed $25,000,000have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment or provide incremental Term Loans at any time.

Increase of Commitments. By written notice sent to the Administrative Agent (awhich the Administrative Agent shall promptly distribute to the Lenders), the Borrower may request an increase of the aggregate amount of the Commitments (i) If by an aggregate amount equal to any integral multiple of $5,000,000 and not less than $10,000,000 and (ii) to an aggregate amount not to exceed $100,000,000; provided that (i) no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consentcontinuing, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000have been reduced, nor shall the Borrower have given notice of any such reduction under Section 2.09, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement Commitments shall not exceed previously have been increased pursuant to this Section 2.20 more than three (3) times, and (iv) the construction of the Moshannon Valley project shall have been satisfactorily completed and payments have commenced by the Federal Bureau of Prisons under the Correctional and Detention Facility Contract for such project.. No Lender shall have any obligation to increase its Commitment. A Lender's decision whether to increase its Commitment under this Section 2.20 if it is requested to do so shall be made in such Lender's sole and absolute discretion and any failure to respond to a request shall be deemed a decision by such Lender that it will not increase its Commitment. If one or more of the Lenders is not increasing its Commitment, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a "New Lender"), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the "Increase Amount"); provided, that the Commitment of each New Lender shall be at least $25,000,0005,000,000 and the maximum number of New Lenders after the Effective Date shall be ten (10). Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient lenders and New Lenders have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent, and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an "Increase Commitment Supplement" (herein so called) in the form attached hereto as Exhibit "B" hereto. If all existing Lenders shall not have provided their pro rata portion of the requested increase, on the effective date of the Increase Commitment Supplement the Borrower shall request a borrowing hereunder which shall be made only by the Lenders who have increased their Commitment and, if applicable, the New Lenders. The proceeds of such borrowing shall be utilized by the Borrower to repay the Lenders who did not agree to increase their Commitments, such borrowing and repayment to be an amounts sufficient so that after giving effect thereto, the Loans shall be held by the Lenders pro rata according to their Commitments.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no eventThe Borrower may, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any ----------------------- time from but in any event not more than one time during any period of six consecutive calendar months, make a written request (an "Increase Request") to time prior ---------------- the Agent (who shall forward a copy to each Lender) that the Maturity Date request one or more increases Commitments of the US Revolving CommitmentsLenders be increased by an aggregate amount, Canadian Revolving together with the aggregate amount by which the Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount Lenders were previously increased pursuant to this Section 2.17, not to exceed $50,000,000 in excess of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased of the date of this Agreement. Such Increase Request shall include a certification by a senior officer of the Borrower that no Default or Event of Default has occurred and is continuing and all representations and warranties contained herein are true and correct in all material respects on and as of the date of the Increase Request (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date). Any such increase in Commitments shall be effective as of a date (the "Increase Date") specified in the related ------------- Increase Notice that is (i) prior to the Commitment Termination Date and (ii) at least 10 days after the date of such Increase Notice. Each Increase Notice shall specify the date by which Lenders who wish to increase their Commitment must consent to such increase (the "Commitment ---------- Date"), which date shall be no later than five Business Days prior to the ---- related Increase Date. Each Lender that is willing to increase its Commitment (each an "Increasing Lender"), shall notify the Agent on or prior to the ----------------- Commitment Date of the amount by which it is willing to increase its Commitment, which amount shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase respective amount specified in the US Revolving relevant Increase Notice. No Lender shall be obligated to increase its Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower 2.17 and any such increase shall be in violation the sole discretion of this clause (v) unless each Lender. If the principal Lenders notify the Agent that they are willing to increase the amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed their respective Commitments by an aggregate amount that exceeds the amount of the aggregate Revolving requested increase, the requested increase shall be allocated among the Lenders willing to participate therein ratably in accordance with the amount by which they offered to increase their respective Commitments to such Borrower before giving effect to such increase), and (vi) on the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Commitment Date.

Increase of Commitments. The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $2,000,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be continuing and no event, change true or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since correct on the Effective Date, the Borrowers may at any time from time to time prior effective date of such increase except to the Maturity Date request one or more increases extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the US Revolving Commitmentsfollowing, Canadian Revolving Commitments in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the UK Revolving Commitments Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by notice each existing Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and such Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in writing of the amount of such proposed increase (each such notice, a “Lender’s Commitment Increase Notice”); provided, however, that, (i) none at the time of the US Revolving Commitment, effectiveness of the Canadian Revolving Commitment or applicable increase in the UK Revolving Commitment aggregate amount of the Commitments. In connection with any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) increase in the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 2.14. any Lender becoming a party hereto shall only be available for execute such documents and agreements as the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000Administrative Agent may reasonably request.

Increase of Commitments. (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may Upon at any time from time to time least 15 days' prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing (which notice the Agent shall promptly transmit to each of the amount of such proposed increase (each such noticeBanks), a “Commitment Increase Notice”); providedthe Borrower shall have the right, however, that, (i) none subject to the terms and conditions set forth below and with the consent of the US Revolving CommitmentBanks as set forth below, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) to increase the aggregate amount of the Commitments as in multiples of $5,000,000. Any such increase shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks, provided that (i) the Required Banks (including each Bank whose Commitment is to be increased) shall consent to such increase, (ii) the amount set forth on the signature pages hereof opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks or (y) to the creation of a new Commitment of an institution not exceed $175,000,000then a Bank hereunder, provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Agent of counterparts of this Agreement, (ii) the Required Banks shall consent to the creation of such Commitment of such Bank, (iii) any increase in either the Canadian Revolving signature pages hereof shall be amended to reflect the Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (of such corresponding increase shall not be deemed to be an additional increase)new Bank, (iv) the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (v) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks and (vi) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Agent; provided further that any such increase or creation may not be increased apply, at the option of the Borrower, as set forth in clause (x) or (y) above but without the consent of the Administrative Agent (which consent shall Required Banks so long as the amount of such increase or the amount of such new Commitment so created, as the case may be, when added to the aggregate amount of all such prior increases in the Commitments and all such prior creations of new Commitments, in each case created on or after the Effective Date, does not be unreasonably withheld or delayed) (v) exceed $125,000,000. It is understood that portion of the Revolving Commitments representing an any increase in the Revolving amount of the Commitments made pursuant to this Section 2.22 2.17 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term not constitute an amendment of this Agreement shall not exceed $25,000,000or the Notes.

Increase of Commitments. Subject to the approval of the Agent (a) If no Default or Event of Default which shall not be unreasonably withheld, delayed or, except with respect to the fees to be paid to Agent for arranging the increase, conditioned), the Borrower shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected the right to have, a Material Adverse Effect, since increase the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases aggregate amount of the US Revolving Commitments either by designating an Eligible Assignee not theretofore a Lender to become a Lender and/or by agreeing with an existing Lender or Lenders that such Lender’s Commitment (or such Lenders’ Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”)) shall be increased; provided, however, that, provided that (i) none the Borrower shall provide prompt notice of such increase to the US Revolving CommitmentAgent, who shall promptly notify the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, Lenders; (ii) the aggregate amount of such increases in the Commitments as so increased pursuant to this Section 2.14 shall not exceed $175,000,000, 150,000,000 in the aggregate; (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment Borrower may not exercise its rights pursuant to this Section 2.14 more than two (such corresponding increase shall not be deemed to be an additional increase), 2) times; and (iv) the Commitments Borrower may not exercise its rights under this Section 2.14 if there are less than six (6) full months to the Termination Date. Each such increase in the Commitments must be increased without an aggregate minimum amount of $15,000,000 and integral multiples of $1,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. As a condition to any such increase in the consent Commitment, the Borrower shall pay to the Agent such fees as it may require in connection with the arrangement of such increase, and to the Administrative Agent Lenders acquiring such increase such fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any circumstances. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (which consent shall not be unreasonably withheld or delayedincreases its Commitment, in the case of an existing Lender) (vand as a condition thereto) that purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans and participations in Swingline Loans and Letters of Credit, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (a) the portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the outstanding principal amount of such Revolving Loans and Protective Advances outstanding to be purchased by such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and Lender plus (vib) the aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.3(j) which have not been repaid, and the Borrower shall pay to such increases during other Lenders interest accrued and unpaid to and as of such date on such portion of the term outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Agreement Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Obligor in any Loan Document is not exceed $25,000,000(or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (B) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Revolving Note, as appropriate, in the amount of such Lender’s Commitment contemporaneously with the effectiveness of the applicable increase in the aggregate amount of Commitments.”