Common use of Increase of Commitments Clause in Contracts

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 (provided 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Increase of Commitments. The With the prior consent of the Agent, 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 term of this Agreement to request increases 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 shall may not exceed $500,000,000400,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $50,000,000 10,000,000 and integral multiples of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever required to increase its Commitment, 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 (as 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 LendersLenders 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 4.45.4. as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties 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 shall be is not (or would not be) true or correct on the effective date of such increase (except to the extent that such for representations and or warranties which 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) not prohibited under the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the CommitmentsLoan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest and (b) the 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 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. The With the prior consent of the Agent, 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 (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall may 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 in an aggregate minimum amount of $50,000,000 20,000,000 and integral multiples of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever required to increase its Commitment, 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 (or the increase in its Commitment Percentage, in the case of an existing Lender) (as 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 LendersLenders 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.(j2.4.(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. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties 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 shall be is not (or would not be) true or correct in any material respect on the effective date of such increase (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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. 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 (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $500,000,0002,000,000,000) 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each existing Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the 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 the amount of such LenderXxxxxx’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Increase of Commitments. The Subject to the approval of the Agent (which shall not be unreasonably withheld or delayed), 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 (provided that there shall be no more than three such increases in the Commitments and after giving effect to any increases such increase in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $500,000,0001,500,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $50,000,000 35,000,000 and integral multiples of $15,000,000 10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such 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 required to increase its Commitment, Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If In the event a new Lender becomes 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 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 LendersLenders 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 Sections 2.2.(e) or 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 No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if either (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties 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 shall be is not (or would not be) true or correct on the effective date of such increase (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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. 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 (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall may not exceed $500,000,0001,000,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in 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 lenders50,000,000. No Lender shall be obligated in any way whatsoever required to increase its Commitment, and any . 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 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 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 LendersLenders 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.(j2.4(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. 4.4 as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties 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 shall be is not (or would not be) true or correct on the effective date of such increase (except to the extent that such for representations and or warranties which 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) not prohibited under the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the CommitmentsLoan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. 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 the Administrative Agent may reasonably request, and such increase in the Commitments shall become effective without the consent of any other Lender.

Increase of Commitments. The Borrower shall have the right at any time and may from time to time time, by written notice to the Administrative Agent (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 for each Increasing Lender as set forth in such notice; provided that (i) the aggregate principal amount of any increase in the total Commitments made pursuant to this Section shall be equal to $10,000,000 or an integral multiple of $1,000,000 in excess thereof and the aggregate principal amount of all such increases during the period beginning term of this Agreement shall not exceed $100,000,000, (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 Effective Date through and including the date 180 days prior to the Termination Date to request increases specified in the aggregate amount 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 Commitments (provided that after giving effect to effectiveness of any increases increase in the Commitments pursuant to this Section, Schedule I shall be deemed to have been amended to reflect the aggregate amount new or increased Commitments of the Commitments shall not exceed $500,000,000) by providing written notice to Increasing Lenders. Notwithstanding the Administrative Agentforegoing, which notice shall be irrevocable once given. Each such no increase in the aggregate 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 (or in the Commitments, including decisions as to the selection Commitment 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) shall become effective under this Section unless (and as a condition theretoi) 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 has received a document certifying that the account of such other Lenders, resolutions included in same day funds, an amount equal the certificate delivered pursuant to the sum of (ASection 3.01(b) 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 remain in full force and effect and have not been repaid plus revoked and (Cii) 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 be in existence on the effective date of such increase, the conditions set forth in paragraphs (ya) 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 (b) of Section 3.02 shall be true or correct on the effective date of satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase except and without giving effect to the extent that such representations and warranties expressly relate solely to an earlier date (parenthetical in which case such representations and warranties shall have been true and accurate on and as of such earlier dateSection 3.02(a)) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form a certificate to that effect dated such date 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 Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to a Responsible Officer. Following any extension of a new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount Commitment or increase of such a Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. paragraph, any Lender becoming a party hereto Advances outstanding prior to the 16605535v6 24740.00262 34 effectiveness of such increase or extension shall execute 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 documents and agreements as the Administrative Agent may reasonably requestextension or increase.

Increase of Commitments. The Borrower Subject to the approval of the Agent (which shall not be unreasonably withheld or delayed), the Borrowers 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 an increase in the aggregate amount of the Commitments (provided that after giving effect to any there shall be no more than two such increases in the Commitments and the aggregate amount of such increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments Section shall not exceed $500,000,00048,000,000) 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 20,000,000 and integral multiples of $15,000,000 1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, Agent shall manage all aspects of the syndication 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, including decisions as . All other allocations of such requested increase shall be subject to the selection approval of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and Agent. Each Lender shall notify the allocations Agent within ten (10) Business Days after receipt of the Agent's notice whether such Lender wishes to increase in the Commitments among amount of its Commitment. If a Lender fails to deliver any such existing Lenders and/or other banksnotice to the Agent within such time period, financial institutions and other institutional lendersthen such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be obligated in any way whatsoever required to increase its Commitment, Commitment and any new Lender Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If In the event a new Lender becomes 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 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 LendersLenders at the Principal Office, in same day funds, an amount equal to the sum of (Aa) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (Bb) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(jSections 2.2(e) or 2.4(j) which have not been repaid plus (C) 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 Borrower Borrowers shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. 4.4 as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if either (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties any representation or warranty made or deemed made by the Borrower Borrowers or any other Loan Party in any Loan Document to which any such Loan Party is a party shall be is not (or would not be) true or correct in all material respects on the effective date of such increase (except to the extent that such for representations and or warranties which 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 followingor transactions, in form and substance satisfactory to the Administrative Agent: (i) if either event 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 Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitmentsprohibited hereunder). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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.

Increase of Commitments. The 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 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 (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall may not exceed $500,000,000800,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once givengiven 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 $50,000,000 25,000,000 and integral multiples of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever required to increase its Commitment, 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 (or in the case of an existing Lender, increase the amount of its Commitment Percentage), in each case, as 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 LendersLenders 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. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties 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 shall be is not (or would not be) true or correct on the effective date of such increase and after giving effect thereto (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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 5 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. The 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 prior to time during the period beginning on the Effective Date through and including the date 180 days one year prior to the Termination Date (without giving effect to any extension thereof pursuant to Section 2.9.) to request increases 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 shall may not exceed $500,000,000325,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once givengiven 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 $50,000,000 25,000,000 and integral multiples of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever required to increase its Commitment, 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 (or in the case of an existing Lender, increase the amount of its Commitment Percentage), in each case, as 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 LendersLenders 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. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties 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 shall be is not (or would not be) true or correct on the effective date of such increase and after giving effect thereto (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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 five (5) Business Days of 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 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 (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $500,000,000650,000,000) 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Increase of Commitments. The With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date term of this Agreement to request up to 4 increases 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 shall may 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 in an aggregate minimum amount of $50,000,000 25,000,000 and integral multiples of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever required to increase its Commitment, 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 (as 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 LendersLenders 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 4.45.4. as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties 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 shall be is not (or would not be) true or correct in all material respects on the effective date of such increase (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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. The Subject to the approval of the Agent (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 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 increase the aggregate amount of the 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) shall be increased; provided that after giving effect (i) the Borrower shall provide prompt notice of such increase to any the Agent, who shall promptly notify the Lenders; (ii) the aggregate amount of such increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments Section 2.14 shall not exceed $500,000,000300,000,000 in the aggregate; (iii) by providing written notice the Borrower may not exercise its rights pursuant to this Section 2.14 more than four (4) times; and (iv) the Borrower may not exercise its rights under this Section 2.14 if there are less than six (6) full months to the Administrative Agent, which notice shall be irrevocable once givenTermination Date. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 25,000,000 and integral multiples of $15,000,000 1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such 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 required to increase its Commitment, Commitment and any new Lender Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If 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 becomes 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 (as determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving LoansLoans and participations in Swingline Loans and Letters of Credit, by making available to the Administrative Agent for the account of such other LendersLenders at the Principal Office, in same day funds, an amount equal to the sum of (Aa) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (Bb) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(jSections 2.2(e) or 2.3(j) which have not been repaid plus (C) 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. 4.4 as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if either (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party Obligor in any Loan Document to which such Loan Party is a party shall be not (or would not be) true or correct in all material respects on the effective date of such increase (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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 during from the period beginning on the Effective Closing Date through and including the date 180 days prior to the Termination Date to request increases 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 increases to the Commitments shall may not exceed $500,000,000100,000,000) by providing written notice to the Administrative 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 $50,000,000 25,000,000 and $5,000,000 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 Notwithstanding anything herein to the selection of contrary, the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached limits set forth in Sections 2.04(a) with respect to such Swingline Loans and 2.05 (a) with respect to Letters of Credit shall remain applicable following any increase and the allocations of the increase Commitments in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lendersaccordance with this Section 2.25. No Lender shall be obligated in any way whatsoever required to increase its CommitmentCommitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, and 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 Lender becoming Lenders to become a party to this Agreement Agreement. All such allocations shall be in connection with any the Agent’s sole discretion but not in an amount in excess of each such requested increase must be an Eligible AssigneeLender’s increased Commitment. If a new Lender becomes a party to this AgreementAgreement 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 Commitment Percentage 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 with respect to the Lenders’ relative Commitments and after giving effect to the increase of the 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. 2.14 as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to if the following conditions precedent: are not met immediately prior to such increase and immediately after giving effect thereto, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, exist and (yii) the representations and warranties made or deemed made by the Borrower or any other in the Loan Party in any Loan Document to which such Loan Party is a party Documents, shall be true or and correct in all material respects on and as of the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) not prohibited under the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the CommitmentsLoan Documents. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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 five Business Days of such Lender’s request therefor.

Increase of Commitments. The (a) No later than the date that is ninety (90) days after the date of this Agreement, the Borrower may request additional Commitments up to an aggregate amount equal to U.S.$200,000,000 (each such additional Commitment, an “Incremental Commitment”) by either incorporating one or more additional lenders acceptable to the Borrower and Required Lenders, or by agreeing with any existing Lenders an increase of its respective Commitments (each such existing Lender or other Person that agrees to provide an Incremental Commitment, an “Incremental Lender”); provided that 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 make no more than a total of two requests in the aggregate amount of for an Incremental Commitment under this Section. Notwithstanding anything herein to the Commitments (provided that after giving effect contrary, no Lender shall have any obligation to any increases in the Commitments agree to provide an Incremental Commitment pursuant to this SectionSection and any election to do so shall be in the sole discretion of such Lender. For the avoidance of doubt, the aggregate total amount of unutilized Commitments plus the Commitments principal amount of Loans disbursed pursuant to the terms of this Agreement shall not exceed $500,000,000U.S.$1,000,000,000. (b) by providing written notice In order to effect such Incremental Commitment, the Borrower, the applicable Incremental Lender and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more joinder agreements, each substantially in the form attached hereto as Annex F, pursuant to which the applicable Incremental Lender will provide the applicable Incremental Commitments (each such joinder agreement, an “Incremental Joinder Agreement”). (c) The obligations of any Incremental Lender under the Incremental Joinder Agreement and this Agreement and the effectiveness of the related Incremental Commitment shall be subject to the Administrative Agent, which notice shall be irrevocable once given. Each such increase ’s confirmation of satisfaction or waiver (in each case acting on 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 instruction 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 applicable Incremental 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 each 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower precedent 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, conditions set forth in the amount of relevant Incremental Joinder ​ Agreements (the date that each such Lender’s conditions are satisfied or waived, the “Incremental Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.Effective Date”):

Increase of Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on after the Effective Date through to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and including the date 180 days prior subject to the Termination Date following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to request increases in each of the Lenders, at least ten (10) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount of by which the Commitments are to be increased (provided that after giving effect the “Requested Increase Amount”), which shall be at least $10,000,000, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to any increases participate in the Commitments pursuant Commitment Increase must commit to this Section, an increase in the aggregate amount of their respective Credit Commitments (the Commitments “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall not exceed $500,000,000) by providing give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, which notice (such consent not to be unreasonably withheld) to participate in any portion of the requested Commitment Increase in excess of the amount that all Increasing Lenders have committed to; provided, however, that the Commitment of each such Eligible Assignee shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of not less than $50,000,000 and 1,000,000 or an integral multiples multiple of $15,000,000 1,000,000 in excess thereof. The Administrative AgentAny such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as subject to the selection of terms and conditions hereof, (x) the existing Lenders and/or other banks, financial institutions and other institutional lenders Commitment Schedule shall be deemed to be approached with respect amended to such increase and reflect the allocations increases contemplated hereby, (y) the Commitment of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No each Increasing Lender shall be obligated increased by an amount determined by the Administrative Agent and the Borrower (but in any way whatsoever no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (iv) If on the Requested Increase Date there are any new Lender becoming a party Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto and notwithstanding the provisions in this Agreement requiring that borrowings and prepayments be made ratably and in certain minimum amounts, the Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.23 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Agreement in connection with any such requested increase must Section 2.23 shall 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 effective unless: (i) as of the date of the relevant Notice of Increase and 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 relevant Requested Increase Date and after giving effect to the such increase of Commitments) of (or, if such increase is requested in connection with any outstanding Revolving LoansLimited Condition Acquisition, 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 as 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 payableLCA Test Date), 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 and be in existence on the effective date of such increase, continuing and (y) the representations and warranties made or deemed made condition set forth in Section 4.02(a) shall be required to be satisfied; provided, that the condition set forth in the foregoing clause (x) may be waived by the Borrower or Increasing Lenders providing a Commitment Increase in connection with any other Loan Party in any Loan Document Limited Condition Acquisition, except with respect to which such Loan Party is a party shall be true or correct on the effective date Events of such increase except Default under Section 7.01(a), (b), (h), (i) and (j); (ii) to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) new Notes executed by the Borrower, payable after giving effect to any new Lenders and replacement Notes executed by the Borrowersuch Commitment Increases, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of all such Commitment Increases entered into since the Commitments. In Effective Date shall not exceed the sum of (A) the greater of (i) $300,000,000 and (ii) 100% of EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered pursuant to Sections 5.01(a) or 5.01(b), as applicable, plus (B) an unlimited amount so long as the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered pursuant to Sections 5.01(a) or 5.01(b), as applicable, calculated after giving effect thereto on a pro forma basis as if the incurrence of such Commitment Increases (without netting any cash received from the incurrence thereof and assuming that such commitments are fully drawn) and the application of proceeds therefrom occurred on the first day of such Reference Period, does not exceed 3.50:1.00 (and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations thereof); and (iv) as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date before and after giving effect to such increase (or, if such increase is requested in connection with any increase Limited Condition Acquisition, as of the LCA Test Date), in the aggregate amount of case any Commitment Increase in reliance on Section 2.23(iii)(A), the Commitments pursuant Borrower shall be in pro forma compliance with the Financial Covenants for the most recently ended Reference Period for which financial statements have been (or were required to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as be) delivered to the Administrative Agent may and the Borrower shall have delivered to the Administrative Agent reasonably requestdetailed calculations demonstrating such compliance; provided that, notwithstanding anything to the contrary herein, in the event that the Commitment Increase is requested for the purpose of, and used for, financing a Limited Condition Acquisition, any bringdown of the representations and warranties herein shall be limited to customary “specified representations” and those representations included in the acquisition agreement related to such Limited Condition Acquisition that are material to the interests of the Lenders and only to the extent that Borrower or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations.

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 term of this Agreement to request increases 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 shall may not exceed $500,000,000250,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $50,000,000 10,000,000 and integral multiples of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this AgreementAgreement in order to provide such additional Commitment, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its CommitmentCommitments, in the case of an existing Lender) make Term Loans (and as a condition theretoany such Term Loan, an “Incremental Term Loan”) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect Borrower in an aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitments, in the case of Commitments) of any outstanding Revolving Loansan existing Lender), by making available to the Administrative Agent for the account of such other Lendersits applicable Lending Office to the Agent at the Principal Office, in same day immediately available funds, in an aggregate principal amount equal to such new Lender’s Commitment (or the sum of (A) the portion amount of the outstanding principal amount increase in its Commitments, in the case of an existing Lender). Subject to the satisfaction of the conditions set forth in this Section 2.16. and Section 6.2., the Agent will make the proceeds 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 borrowing available to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of Borrower at the prepayment of account specified by Borrower (it being acknowledged and agreed that any such Revolving Loansborrowing shall not count against or be subject to the Maximum Borrowings limitation set forth in Section 2.1.(a). Effecting and, except as provided in Section 2.1.(a), need not be within the Term Loan Commitment Period). 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. No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase (and no Default or Event of Default would arise after giving pro forma effect to such increase, ) or (y) the representations and warranties 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 shall be is not (or would not be) true or correct in all material respects on the effective date of such increase (except to the extent that such for representations and or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) not prohibited under the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the CommitmentsLoan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest and (b) the 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 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. Each of the parties hereto hereby agrees that, upon the effectiveness of any increase of Commitments under this Section 2.16., the Agent may (without the consent of any Lender) amend this Agreement to the extent (but only to the extent) necessary to reflect the increase of Commitments.

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 from time to time (provided that after giving effect to any increases in the Commitments pursuant to this Section, such increase the aggregate amount of the Commitments shall would not exceed $500,000,000150,000,000) by providing written notice to the Administrative 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 increase in the Commitments must Lender's Commitment Percentage shall not 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 decreased as a result of such requested increase in the Commitments, including decisions as . 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 selection of the existing Lenders and/or other banksAgent within such time period, financial institutions and other institutional lenders then such Lender shall be deemed to be approached with respect have declined 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 lendersits Commitment. No Lender shall be obligated in any way whatsoever required to increase its Commitment, Commitment and any new Lender Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If In the event a new Lender becomes 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 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 LendersLenders 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 such Lender under Section 2.3.(j2.2.(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 Revolving Loans. The Borrower Upon any such assignment, the assigning Lender shall pay be deemed to the Lenders amounts payable, if any, represent and warrant to such Lenders under Section 4.4other 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. as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: (x) no if a Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender becoming increasing its Commitment, receives a party hereto shall execute new or replacement Note, as appropriate, in the amount of such documents and agreements as Lender's Commitment within 2 Business Days of the Administrative Agent may reasonably requesteffectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. The 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 ("Prospective Banks") 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 right at any time same Commitment Percentage of the aggregate Tranche A Commitment Amounts and from time to time during the period beginning on the Effective Date through and including the date 180 days prior aggregate Tranche B Commitment Amounts. Any such request shall be sent to the Termination Date Banks, the Prospective Banks and the Administrative Agent and shall (A) refer to request increases in this Agreement, (B) specify (i) the aggregate amount of the Commitments increase that is sought and (provided that after giving effect ii) the name of each Bank and Prospective Bank to any increases in which the Commitments pursuant opportunity to this Section, increase or extend a Commitment is to be offered and the aggregate amount of the such offer, and (C) request that Banks wishing to increase their Commitments shall not exceed $500,000,000) by providing written notice and Prospective Banks wishing to extend new Commitments notify the Administrative AgentAgent within 14 days of the date of the Borrower's request. For the avoidance of doubt, which notice no Bank 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 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 new Lender becoming 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 in connection with any on such requested increase must date or dates as may be an Eligible Assignee. If a new Lender becomes a party mutually satisfactory to this Agreementsuch Prospective Bank, 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) (Borrower 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 LendersAgent, 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory 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) if not previously delivered such Prospective Bank shall be entitled to the Administrative Agentall rights, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase benefits and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming privileges accorded a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.Bank hereunder;

Increase of Commitments. (a) 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 right, not less than 90 days prior to the Termination Date Date, to request increases in writing, from time to time (but not more than five times), that the aggregate amount of the Commitments then in effect be increased effective upon a specific date (provided the "INCREASE EFFECTIVE DATE") set forth in such request (the "INCREASE REQUEST"); PROVIDED that no such increase shall be permitted if, after giving effect thereto the total aggregate Commitments would exceed $400,000,000. Any such increase shall be in an incremental aggregate amount of not less than, in the case of the first such increase, $15,000,000 and in the case of any subsequent increase not less than the lesser of (i) $25,000,000 or (ii) $400,000,000 minus the amount of the total aggregate Commitments then in effect (the "REQUESTED AMOUNT") and shall increase permanently the amount of the total aggregate Commitments then in effect. (b) If on the date (the "INCREASE RESPONSE DATE") that is 30 days after the date of any Increase Request any Lenders or prospective Lenders elect in their sole discretion, to increase their Commitments (each an "INCREASING LENDER") by an aggregate amount equal to the Requested Amount, then, subject to the provisions of this subsection 2.3, on the Increase Effective Date therefor, which shall be five Business Days after the Increase Response Date, the Commitments of such Increasing Lenders, and correspondingly, the total aggregate Commitments, shall be increased accordingly. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to increase its Commitment shall be revocable by such Lender in its sole and absolute discretion at any time prior to the related Increase Effective Date. (c) Each increase in the Commitment of an Increasing Lender shall be evidenced by a written instrument executed by such Increasing Lender, the Borrower and the Administrative Agent, and shall take effect on the related Increase Effective Date. (d) Upon the request to the Administrative Agent by any Increasing Lender, the Borrower shall deliver to each such Increasing Lender, in exchange for the Note held by such Increasing Lender, a new Note, in the principal amount of such Increasing Lender's Commitment after giving effect to any increases in the Commitments adjustments made pursuant to this Sectionsubsection 2.3. (e) If any Lenders or prospective Lenders shall have elected to increase their Commitments as provided in this subsection 2.3, then as of the related Increase Effective Date (i) the Commitments of each Increasing Lender shall take effect and (ii) the Commitments of the Lenders which are not Increasing Lenders shall remain constant. In the event any Increasing Lender is not a Lender prior to the related Increase Effective Date, such Increasing Lender shall be subject to approval by the Borrower and the Administrative Agent (such approval not to be unreasonably withheld) and such Increasing Lender, the aggregate amount of Borrower and the Commitments Administrative Agent shall not exceed $500,000,000execute and deliver a joinder agreement (a "JOINDER AGREEMENT") by providing written notice in form and substance reasonably satisfactory to the Administrative Agent, Agent pursuant to 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 Increasing 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 become a party to this Agreement. (f) From and after any Increase Effective Date, or if any existing the Borrower and the Administrative Agent shall cooperate in making conversions of the Eurodollar Loans from one interest rate basis to another and in selecting Interest Periods to be applicable thereto in order, during a reasonable period following the Increase Effective Date, to make the Loans of each Lender agrees to increase its Commitment, such Lender shall ratable (based 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 their respective Commitment Percentage (determined with respect to the Lenders’ relative Commitments and Percentages after giving effect to the increase of Commitmentsincreased Commitments hereunder) 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestvarious Tranches.

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 (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $500,000,000a) 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 and be continuing, the Borrower may at any time from time to time prior to the Revolving Termination Date request one or more increases of the Revolving Commitments by notice to the Administrative Agent in existence on writing of the effective date amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, the aggregate amount of the Revolving Commitments as so increased shall not exceed $75,000,000. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Revolving Commitments may offer one or more Revolving Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Revolving Commitments (prior to such increase)) of the increased Revolving Commitments. The Administrative Agent shall, within five (y5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Revolving Commitment shall notify the representations and warranties made or Administrative Agent in writing no later than ten (10) Business Days after receipt of notice from the Administrative Agent. Any Lender that does not notify the Administrative Agent within the time period specified above that it will increase its Revolving Commitment will be deemed made to have rejected such offer. Any agreement by a Lender to increase its Revolving Commitment shall be irrevocable. (b) If any proposed increase in the Revolving Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.18(a) preceding, the Borrower may, in its sole discretion, offer to any existing Lender or any other Loan Party to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Revolving Commitments, by notifying the Administrative Agent. Promptly and in any Loan Document event within five (5) Business Days after receipt of notice from the Borrower of its desire to which offer such Loan Party is a party shall be true unsubscribed commitments to certain existing Lenders or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderadditional banks or financial institutions identified therein, and (z) the Administrative Agent shall have received each notify such proposed lenders of the following, opportunity to participate in all or a portion of such unsubscribed portion of the increased Revolving Commitments. (c) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrower’s offer to participate in the increased Revolving Commitments shall execute and deliver to the Administrative Agent and the Borrower a new lender assumption agreement (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 Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by Required Lenders) (a “New Lender Agreement”) setting forth its Revolving Commitment (subject to the Administrative Agentlimitations on the amounts thereof set forth herein), and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Revolving Lender for all purposes and to the applicable increase in same extent as if originally a party hereto and shall be bound by and entitled to the aggregate amount benefits of this Agreement, and the Commitmentssignature pages hereof shall be deemed to be amended to add the name of such New Lender. In connection with Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.14. 2.19, the Schedule 1.1A shall be deemed amended to reflect the Revolving Commitment of each Lender (including any Lender becoming a party hereto shall execute such documents and agreements New Lender) as the Administrative Agent may reasonably requestthereby increased.

Increase of Commitments. The (a) After the Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower shall have the right at any time and may from time to time during time, request an increase in the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in Aggregate Commitments; provided that the aggregate amount of the Aggregate Commitments (provided that after giving effect to any increases pursuant to this Section 2.3 shall not exceed the Aggregate Commitments in effect on the date hereof plus $500,000,000. (b) Each increase in the Aggregate Commitments pursuant to this Section, Section 2.3(a) may be provided by the aggregate amount of Lenders or Eligible Assignees designated by the Commitments shall not exceed $500,000,000) by providing written notice Borrower that are willing to the Administrative Agent, which notice shall be irrevocable once given. Each provide such increase (together with any existing Lender participating in the Commitments must be any such increase, each, an aggregate minimum amount “Increasing Lender”) and to become Lenders pursuant to a joinder agreement substantially in form of $50,000,000 and integral multiples of $15,000,000 in excess thereof. The Administrative AgentExhibit J (a “Joinder Agreement”), in consultation with the Borrower, shall manage all aspects of the syndication of pursuant to which 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 Increasing 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 become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or if otherwise be deemed to be, a commitment on the part of any existing Lender agrees to increase its CommitmentCommitment hereunder. (c) If the Aggregate Commitments are increased in accordance with this Section 2.3, 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 and the account Borrower shall determine (i) the effective date (the “Increase Effective Date”) and (ii) the final allocation of such other Lenders, in same day funds, an amount equal increase and Schedule I attached hereto shall be automatically updated to reflect the sum of (A) same. The Administrative Agent shall promptly notify the portion Lenders of the outstanding principal amount final allocation of such Revolving Loans to be purchased by such Lender plus increase and the Increase Effective Date. (Bd) 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, As a condition precedent 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: increase, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, exist and (yii) the representations and warranties made or deemed made Borrower shall (1) deliver to the Administrative Agent (A) a Joinder Agreement executed by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on and the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderapplicable Lender(s), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member a certificate dated as of the Increase Effective Date (in sufficient copies for each applicable Lender) signed by a Responsible Officer (x) certifying and attaching the resolutions adopted by the Borrower approving or other necessary action taken by each Guarantor authorizing the guaranty of consenting to such increase; , and (iiy) an opinion certifying that, before and after giving effect to such increase no Default or Event of counsel Default exists, (2) (x) upon the reasonable request of any applicable Lender made at least 5 Business Days prior to the Increase Effective Date, provide to such Lender the documentation and other information so requested in order to comply with its obligations under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation deliver, to each Lender that so requests at least 5 Business Days prior to the Increase Effective Date, a Beneficial Ownership Certification, and (3) pay any fees to the applicable Persons. On the applicable Increase Effective Date, the Commitment of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the GuarantorsAggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (e) Any increase in the Aggregate Commitments shall be made on the same terms (including interest terms, payment terms and maturity terms), and addressed shall be subject to the same conditions as existing Commitments (it being understood that customary arrangement or commitment fees payable to one or more Arrangers or Increasing Lenders, as the case may be, may be different from those paid with respect to the Commitment of the Lenders on or prior to the Closing Date or with respect to any other Increasing Lender in connection with any other increase in the Aggregate Commitments pursuant to this Section 2.3). This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (f) The Administrative Agent and the Lenders covering such matters shall make Revolving Loans and/or repay Revolving Loans as reasonably requested by necessary to cause the outstanding Revolving Loans to reflect each Lender’s Commitment Percentage after giving effect to any increase pursuant to this Section 2.3; provided that the parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, and (iii) new Notes executed by the Borrower, payable each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to any new Lenders and replacement Notes executed by the Borrower, payable such parties to any existing Lenders increasing their Commitments, cause an Increasing Lender to temporarily hold risk participations in the amount of such Lender’s Commitment at the time Revolving Loans of the effectiveness other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase increase) with a view toward minimizing breakage costs and transfers of funds in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to this the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any EurodollarTerm SOFR Loans and Alternative Currency Term Rate Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request3.12.

Increase of Commitments. The Subject to the approval of the Agent (which shall not be unreasonably withheld or delayed), 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 an increase in the aggregate amount of the Commitments (provided that after giving effect to any the aggregate amount of such increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments Section shall not exceed $500,000,00055,000,000) 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 10,000,000 and integral multiples of $15,000,000 1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, Agent shall manage all aspects of the syndication 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, including decisions as . All other allocations of such requested increase shall be subject to the selection approval of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and Agent. Each Lender shall notify the allocations Agent within ten (10) Business Days after receipt of the Agent's notice whether such Lender wishes to increase in the Commitments among amount of its Commitment. If a Lender fails to deliver any such existing Lenders and/or other banksnotice to the Agent within such time period, financial institutions and other institutional lendersthen such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be obligated in any way whatsoever required to increase its Commitment, Commitment and any new Lender Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If In the event a new Lender becomes 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 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 LendersLenders at the Principal Office, in same day funds, an amount equal to the sum of (Aa) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (Bb) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(jSections 2.2(e) or 2.4(j) which have not been repaid plus (C) 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. 4.4 as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if either (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties any representation or warranty made or deemed made by the Borrower or any other Loan Party Obligor in any Loan Document to which any such Loan Party Obligor is a party shall be is not (or would not be) true or correct in all material respects on the effective date of such increase (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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. The 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 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 (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall may not exceed $500,000,0001,500,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once givengiven 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 $50,000,000 25,000,000 and integral multiples of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever required to increase its Commitment, 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 (or in the case of an existing Lender, increase the amount of its Commitment Percentage), in each case, as 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 LendersLenders 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.(j2.4.(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. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties 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 shall be 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 to the extent that such for representations and or warranties which expressly relate solely to an earlier date (date, in which case such representations and warranties they shall have been true and accurate on correct in all material respects as of such earlier date (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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 5 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. The Borrower shall have the right at (i) 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 expiration of the Commitments (provided 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 CommitmentAvailability Period, 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 so long 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 be in existence on the effective date of such increasehave occurred which is continuing, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document may elect to which such Loan Party is a party shall be true or correct on increase the effective date aggregate of such increase except to the extent that such representations and warranties expressly relate solely Commitments to an earlier date (amount not exceeding $200,000,000 minus any reductions in which case such representations the Commitments pursuant to Section 2.07(b), provided that the Company shall not be able to make an election pursuant to this Section 2.01(b) unless 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) until the Administrative Agent shall have received each of the followinga certificate, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified executed by the Secretary or an Assistant Secretary of (A) all corporatethe Borrower, partnership, member or other necessary action taken by officer of the Borrower having custody of the Borrower’s minute book, dated the date of such election, certifying as to authorize the due adoption and remaining validity of resolutions of the Board of Directors authorizing such election; and provided, that (i) the Borrower shall give at least fifteen (15) Business Days’ prior written notice of such increase to the Administrative Agent and (B) all corporateeach existing Lender, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion each existing Lender shall have the right (but not the obligation) to subscribe to its pro rata share of counsel the proposed increase in the Commitments by giving written notice of such election to the Borrower and the GuarantorsAdministrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, and addressed (iii) no Lender shall be required to increase its Commitment unless it shall have expressly agreed to such increase in writing, (iv) the addition of new Lenders shall be subject to the Administrative Agent terms and provisions of Section 9.04 as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lender (to the extent applicable, i.e., required approvals, minimum amounts and the Lenders covering like), (v) the Borrower shall execute and deliver such matters additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be 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 BorrowerLender or any Lender which is increasing its Commitment, payable (vi) no Lender shall have any right to any existing Lenders increasing their Commitments, in the amount decrease its Commitment as a result of such Lender’s Commitment at the time increase of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with , (vii) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Commitments, (viii) such option to increase the Commitments may only be exercised once and (ix) the consent of the Lenders shall be required for any increase of the Commitments (such consent to be given or denied in their sole discretion and subject to such terms as they may then require). The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Commitments. The Borrower may request an increase of the aggregate Commitments by notice in substantially the form of Exhibit H hereto of the amount of such proposed increase (such notice, a “Commitment Increase Notice”). (ii) Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its Applicable Percentage of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders within fifteen (15) Business Days following Borrower’s delivery of the Commitment Increase Notice to the Administrative Agent, the Borrower may, in its sole discretion, but subject to the consent of the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably conditioned, delayed or withheld) as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to acquire such unsubscribed portion of the increased Commitments pursuant to Section 2.14. any 2.01(b)(ii) or Section 2.01(b)(iii), as applicable, to increase the aggregate amount of Commitments to $200,000,000. (iii) Any bank or financial institution (that is not a Lender becoming or its Affiliate) that the Borrower selects to offer participation in the increased Commitments and that elects to obtain a Commitment shall execute an Acceptance with the Borrower and the Administrative Agent, whereupon such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall execute be bound by and entitled to the benefits of this Agreement, and this Agreement shall be deemed to be amended to add the New Lender as a Lender and the definition of Commitment in Section 1.01 shall be deemed amended to add the name and Commitment of such documents New Lender, provided that the Commitment of any such New Lender shall be in an amount not less than $5,000,000 unless the Borrower and agreements as the Administrative Agent otherwise consent. (iv) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.01(b) shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 shall be deemed to be amended to so increase the Commitment of such Lender. (v) On the effective date of an Acceptance, the applicable New Lender, or the effectiveness of a Commitment Increase Agreement, the applicable Lender, as the case may reasonably requestbe (the “Re-Allocation Date”), will acquire LC Exposure described under clause (b) of the definition of LC Exposure in an amount equal to the percentage of all such outstanding LC Exposures that such Person’s increase in Commitment occurring on the Re-Allocation Date bears to all Commitments in effect on the Re-Allocation Date, and each other Lender shall be deemed to sell to such New Lender or Lender, as the case may be, such other Lender’s pro rata share of such outstanding LC Exposure acquired hereunder by such New Lender or Lender. All Loans (including conversions or continuations of Loans) made by each Lender, and LC Exposure purchased by each Lender, shall be pro rata to each Lender based on its respective Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (vi) Notwithstanding anything to the contrary in this Section 2.01(b), no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion.

Increase of Commitments. The Borrower shall have the right at (i) 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 Commitment Termination Date to Date, the Company may request increases in that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) the Aggregate Commitment shall at no time exceed $145,000,000 minus the aggregate amount of the Commitments (provided that after giving effect to any increases all reductions in the Commitments Aggregate Commitment previously made pursuant to this SectionSection 2.6.3; (b) the Combined Commitment shall at no time exceed $250,000,000; 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 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 bear to the Aggregate Commitment. No Lender shall not exceed $500,000,000have 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 providing written which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent, Agent being herein a “Lender Increase Notice”). Any Lender which notice does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be irrevocable once given. Each such deemed to have denied any increase in its Commitment. In the event that the increases of Commitments must be an aggregate minimum set forth in the Lender Increase Notices exceed the amount of $50,000,000 requested by the Company in the Commitment Increase Notice, the Administrative Agent and integral multiples of $15,000,000 in excess thereof. The Administrative Agentthe Arranger shall have the right, in consultation with the BorrowerCompany, 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 (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any financial institution that shall manage all aspects 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 consented to by the Administrative Agent (which consent shall not be unreasonably withheld). If the Company shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of 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 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 the proposed effective date of the syndication amount of such each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amounts shall be effective on the following Business Day. Any 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 Aggregate Commitment 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: (xA) no Default or Event the Company shall have obtained the consent thereto of Default each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in existence 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 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 J 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 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, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder 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. (ii) For purposes of this clause (ii), (yA) the representations term “Buying Lender(s)” shall mean (1) each Lender the Effective Commitment Amount of which is greater than its Commitment prior to the effective date of any increase in the Aggregate Commitment, and warranties made or deemed made by (2) each Proposed New Lender that is allocated an Effective Commitment Amount in connection with any Commitment Increase Notice and (b) the Borrower or any other Loan Party term “Selling Lender(s)” shall mean each Lender whose Commitment is not being increased from that in any Loan Document effect prior to which such Loan Party is a party shall be true or correct increase in the Aggregate Commitment. Effective on the effective date of any increase in the Aggregate Commitment pursuant to clause (i) above, each Selling Lender hereby sells, grants, assigns and conveys to each Buying Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in such increase except Selling Lender’s right, title and interest in and to its outstanding Revolving Loans in the extent that respective dollar amounts and percentages necessary so that, from and after such representations and warranties expressly relate solely to an earlier date sale, each such Selling Lender’s outstanding Revolving Loans shall equal such Selling Lender’s Pro Rata Share (in which case such representations and warranties shall have been true and accurate on and as of such earlier datecalculated based upon the Effective Commitment Amounts) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the followingoutstanding Revolving Loans. Effective on the effective date of the increase in the Aggregate Commitment pursuant to clause (i) above, each Buying Lender hereby purchases and accepts such grant, assignment and conveyance from the Selling Lenders. Each Buying Lender hereby agrees that its respective purchase price for the portion of the outstanding Revolving Loans purchased hereby shall equal the respective dollar amount necessary so that, from and after such payments, each Buying Lender’s outstanding Revolving Loans shall equal such Buying Lender’s Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the outstanding Revolving Loans. Such amount shall be payable on the effective date of the increase in form and substance satisfactory the Aggregate Commitment by wire transfer of immediately available funds to the Administrative Agent: (i) if not previously delivered to the . The Administrative Agent, copies certified in turn, shall wire transfer any such funds received to the Selling Lenders, in same day funds, for the sole account of the Selling Lenders. Each Selling Lender hereby represents and warrants to each Buying Lender that such Selling Lender owns the Revolving Loans being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Revolving Loans, except for participations which will be extinguished upon payment to Selling Lender of an amount equal to the portion of the outstanding Revolving Loans being sold by such Selling Lender. Each Buying Lender hereby acknowledges and agrees that, except for each Selling Lender’s representations and warranties contained in the Secretary foregoing sentence, each such Buying Lender has entered into its Commitment and Acceptance with respect to such increase on the basis of its own independent investigation and has not relied upon, and will not rely upon, any explicit or Assistant Secretary of (A) all corporateimplicit written or oral representation, partnership, member warranty or other necessary action taken by statement of the Borrower to authorize such increase and (B) all corporate, partnership, member Lenders or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Revolving Loan Documents. The Borrowers hereby agree to compensate each Selling Lender for all losses, expenses and liabilities incurred by each Lender in connection with the Lenders covering such matters as reasonably requested by sale and assignment of any Revolving Loan hereunder on the Administrative Agent, terms and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase manner as set forth in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request3.4.

Increase of Commitments. The With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date term of this Agreement to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Revolving Commitments pursuant to this Section, the aggregate amount of the Revolving Commitments shall may not exceed $500,000,000250,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $50,000,000 10,000,000 and integral multiples of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever required to increase its Commitment, 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 (as 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 LendersLenders 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 4.45.4. as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties 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 shall be is not (or would not be) true or correct on the effective date of such increase (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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. The Borrower shall have the right at any time and may from time to time time, by written notice to the Administrative Agent (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 for each Increasing Lender as set forth in such notice; provided that (i) the aggregate principal amount of any increase in the total Commitments made pursuant to this Section shall be equal to $10,000,000 or an integral multiple of $1,000,000 in excess thereof and the aggregate principal amount of all such increases during the period beginning term of this Agreement shall not exceed $100,000,000, (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 Effective Date through and including the date 180 days prior to the Termination Date to request increases specified in the aggregate amount 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 Commitments (provided that after giving effect to effectiveness of any increases increase in the Commitments pursuant to this Section, Schedule I shall be deemed to have been amended to reflect the aggregate amount new or increased Commitments of the Commitments shall not exceed $500,000,000) by providing written notice to Increasing Lenders. Notwithstanding the Administrative Agentforegoing, which notice shall be irrevocable once given. Each such no increase in the aggregate 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 (or in the Commitments, including decisions as to the selection Commitment 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 become effective under this Section is subject to the following conditions precedent: unless (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (zi) the Administrative Agent shall have received each documents consistent with those delivered under paragraphs (b) through (e) of Section 3.01 demonstrating the following, in form corporate power and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary authority of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize borrow hereunder after giving effect to such increase and (Bii) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing on the guaranty date of such increase; , the conditions set forth in paragraphs (a) and (iib) an opinion of counsel 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 Borrower parenthetical in Section 3.02(a)) and the Guarantors, and addressed to the Administrative Agent shall have received a certificate to that effect dated such date and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to a Responsible Officer. Following any extension of a new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount Commitment or increase of such a Lender’s Commitment at the time of pursuant to this paragraph, any Advances outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the applicable increase in the aggregate amount ends of the Commitments. In connection respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrower shall so elect, refinanced with any increase new Advances made ratably in the aggregate amount of accordance with the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute in effect following such documents and agreements as the Administrative Agent may reasonably requestextension or increase.

Increase of Commitments. The Borrower shall have the right at (i) 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 Facility Termination Date to Date, the Company may request increases in that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) the Aggregate Commitment shall at no time exceed $150,000,000 minus the aggregate amount of the Commitments (provided that after giving effect to any increases all reductions in the Commitments Aggregate Commitment previously made pursuant to this SectionSection 2.6.2; 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 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 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 bear to the Aggregate Commitment. No Lender shall not exceed $500,000,000have 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 providing written which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent, Agent being herein a “Lender Increase Notice”). Any Lender which notice does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be irrevocable once given. Each such deemed to have denied any increase in its Commitment. In the event that the increases of Commitments must be an aggregate minimum set forth in the Lender Increase Notices exceed the amount of $50,000,000 and integral multiples of $15,000,000 requested by the Company in excess thereof. The the Commitment Increase Notice, the Administrative AgentAgent shall have the right, in consultation with the BorrowerCompany, 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 (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any financial institution that shall manage all aspects 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 consented to by the Administrative Agent (which consent shall not be unreasonably withheld). If the Company shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of 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 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 the proposed effective date of the syndication amount of such each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amounts shall be effective on the following Business Day. Any 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 Aggregate Commitment 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: (xA) no Default or Event the Company shall have obtained the consent thereto of Default each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in existence 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 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 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, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder 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. (ii) For purposes of this clause (ii), (yA) the representations term “Buying Lender(s)” shall mean (1) each Lender the Effective Commitment Amount of which is greater than its Commitment prior to the effective date of any increase in the Aggregate Commitment, and warranties made or deemed made by (2) each Proposed New Lender that is allocated an Effective Commitment Amount in connection with any Commitment Increase Notice and (b) the Borrower or any other Loan Party term “Selling Lender(s)” shall mean each Lender whose Commitment is not being increased from that in any Loan Document effect prior to which such Loan Party is a party shall be true or correct increase in the Aggregate Commitment. Effective on the effective date of any increase in the Aggregate Commitment pursuant to clause (i) above, each Selling Lender hereby sells, grants, assigns and conveys to each Buying Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in such increase except Selling Lender’s right, title and interest in and to its outstanding Loans in the extent that respective dollar amounts and percentages necessary so that, from and after such representations and warranties expressly relate solely to an earlier date sale, each such Selling Lender’s outstanding Loans shall equal such Selling Lender’s Pro Rata Share (in which case such representations and warranties shall have been true and accurate on and as of such earlier datecalculated based upon the Effective Commitment Amounts) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the followingoutstanding Loans. Effective on the effective date of the increase in the Aggregate Commitment pursuant to clause (i) above, each Buying Lender hereby purchases and accepts such grant, assignment and conveyance from the Selling Lenders. Each Buying Lender hereby agrees that its respective purchase price for the portion of the outstanding Loans purchased hereby shall equal the respective dollar amount necessary so that, from and after such payments, each Buying Lender’s outstanding Loans shall equal such Buying Lender’s Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the outstanding Loans. Such amount shall be payable on the effective date of the increase in form and substance satisfactory the Aggregate Commitment by wire transfer of immediately available funds to the Administrative Agent: (i) if not previously delivered to the . The Administrative Agent, copies certified in turn, shall wire transfer any such funds received to the Selling Lenders, in same day funds, for the sole account of the Selling Lenders. Each Selling Lender hereby represents and warrants to each Buying Lender that such Selling Lender owns the Loans being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Loans, except for participations which will be extinguished upon payment to Selling Lender of an amount equal to the portion of the outstanding Loans being sold by such Selling Lender. Each Buying Lender hereby acknowledges and agrees that, except for each Selling Lender’s representations and warranties contained in the Secretary foregoing sentence, each such Buying Lender has entered into its Commitment and Acceptance with respect to such increase on the basis of its own independent investigation and has not relied upon, and will not rely upon, any explicit or Assistant Secretary of (A) all corporateimplicit written or oral representation, partnership, member warranty or other necessary action taken by statement of the Borrower to authorize such increase and (B) all corporate, partnership, member Lenders or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents. The Borrowers hereby agree to compensate each Selling Lender for all losses, expenses and liabilities incurred by each Lender in connection with the Lenders covering such matters as reasonably requested by sale and assignment of any Loan hereunder on the Administrative Agent, terms and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase manner as set forth in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request3.4.

Increase of Commitments. The (a) Upon notice to the Agent (who shall promptly notify the Lenders), the Borrower shall have the right at any time and may, 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 day which is the thirty (30) month anniversary of the Closing Date, request increases an increase in the aggregate Commitments up to an aggregate of $250,000,000; provided that, in the event the Borrower has reduced the Commitments pursuant to Section 2.5, the amount of the Commitments (provided that after giving effect to any increases increase in the Commitments pursuant to this Section, the aggregate amount of the Commitments Section 2.6 shall not exceed $500,000,000) by providing written notice to 50,000,000. At the Administrative Agenttime of sending such notice, 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, Borrower (in consultation with the BorrowerAgent) shall specify the time period within which each Lender is requested to respond to such request. Each Lender shall respond within such time period to the Agent as to whether or not it agrees to increase its Commitment and, shall manage all aspects of the syndication if so, whether by an amount equal to or less than its Commitment Percentage 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 requested increase. Any Lender not responding within 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 time period shall be obligated in any way whatsoever deemed to have declined to increase its Commitment, . The Agent shall notify the Borrower and any new each 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 ' responses to each request made hereunder. To achieve the increase full amount of Commitmentsa requested increase, the Borrower may also (i) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such request that one or more other Lenders, in same day fundstheir sole and absolute discretion, an amount equal nonratably increase their Commitment(s) and/or (ii) invite additional Eligible Assignees 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 become Lenders under Section 2.3.(jthe terms of this Agreement. (b) which have not been repaid plus (C) interest accrued If any Commitments are increased in accordance with this Section, the Agent 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on determine the effective date of such increase except (the "Increase Effective Date"). The Agent and the Borrower shall promptly confirm in writing to the extent Lenders the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such increase, (ii) including a Compliance Certificate demonstrating pro forma compliance with Section 12.1 after giving effect to such increase and (iii) certifying that before and after giving effect to such increase, the representations and warranties expressly relate solely to an earlier date (contained in which case such representations and warranties shall have been Article 9 are true and accurate correct on and as of such earlier date) the Increase Effective Date and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) no Default exists. The Borrower shall deliver new or amended Notes reflecting the Administrative Agent shall have received new or increased Commitment of each new or affected Lender as of the following, Increase Effective Date. The Borrower shall prepay any Libor Balances outstanding on the Increase Effective Date (and pay any costs incurred in form and substance satisfactory connection with such prepayment pursuant to Section 6.5) to the Administrative Agent: (i) if not previously delivered extent necessary 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 Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to keep outstanding Balances ratable with any new Lenders and replacement Notes executed by the Borrower, payable to revised Commitment Percentages arising from any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable nonratable increase in the aggregate amount of Commitments under this Section. (c) This Section shall supersede any provision in Section 15.11 to the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestcontrary.

Increase of Commitments. (a) The Borrower shall have Borrowers may request an increase in the right at any time and from time to time during amount of the period beginning on the Effective Date through and including the date 180 days prior Aggregate Commitment by offering to the Termination Date Lenders or to other prospective Eligible Lenders acceptable to the Administrative Agent ("PROSPECTIVE LENDERS") the opportunity to increase their Commitments or to extend Commitments hereunder; PROVIDED, HOWEVER, the Borrowers shall not request increases an increase that would cause the Aggregate Commitment after giving effect to such increase to exceed $600,000,000, and the Borrowers shall not make more than four Aggregate Commitment increase requests under this SECTION 2.16 in any calendar year; and PROVIDE, FURTHER, each Lender or Prospective Lender may accept or reject such request in its sole and absolute discretion. Any such request shall be sent to the Lenders, the Prospective Lenders and the Administrative Agent and shall (A) refer to this Agreement, (B) specify (i) the aggregate amount of the Commitments increase that is sought and (provided that after giving effect ii) the name of each Lender and Prospective Lender to any increases in which the Commitments pursuant opportunity to this Section, increase or extend a Commitment is to be offered and the aggregate amount of such offer, and (C) request that Lenders wishing to increase their Commitments and Prospective Lenders wishing to extend new Commitments notify the Commitments Administrative Agent within 14 days of the date of the Borrower's request. Failure to respond within such period shall not exceed $500,000,000) by providing written notice be deemed a REJECTION of the Borrower's offer. Subject to the Administrative Agentpenultimate sentence of this Section 2.16, 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 Commitment of each Lender that agrees to increase such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender Commitment under this SECTION 2.16 shall be obligated effective A/72335952.4 16 fifteen (15) Business Days (or such later date as is acceptable to the Borrowers and the Administrative Agent) after the date of the Borrowers' request without any further action by the Lenders or any amendment to this Agreement. Upon the effectiveness of any increase in any way whatsoever to increase its a Lender's Commitment, and any new SCHEDULE II shall be deemed to have been amended to reflect the increase in such Lender's Commitment. Each Prospective Lender becoming that accepts the Borrowers' 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 Lender, the Borrowers and the Administrative Agent, subject to the Administrative Agent's receipt of a duly completed and executed accession agreement in connection with a form reasonably satisfactory to the Administrative Agent. Upon the effectiveness of any accession agreement to which any Prospective Lender is a party, (i) 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 Prospective Lender shall on the date it becomes be entitled to all rights, benefits and privileges accorded a Lender hereunder and (or increases its Commitment, in ii) SCHEDULE II shall be deemed to have been amended to reflect the case Commitment of such Prospective Lender (as an existing additional Lender) (as provided in such accession agreement. Notwithstanding the foregoing, no increase in a Lender's Commitment and no extension of a Commitment by a Prospective Lender shall become effective until such time 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 a written opinion of the followingBorrower's legal counsel, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered . The Administrative Agent shall give prompt notice to the Administrative Agent, copies certified by the Secretary or Assistant Secretary each Lender of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such any increase in any Lender's Commitment and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty Commitment 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 Commitmentsadditional Lender, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to each case under this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestSECTION 2.16.

Increase of Commitments. (a) The Borrower shall have the right may, at any time and from time to but in any event not more than one time during the any period beginning on the Effective Date through and including the date 180 days prior of 12 consecutive calendar months, make a written request (an "Increase Request") to the Termination Date Administrative Agent at its Notice Office (who shall forward a copy to request increases each of the Banks) that (i) the Municipal Tranche Commitments of the Municipal Tranche Banks be increased by an aggregate amount, together with the aggregate amount by which the Municipal Tranche Commitments of the Municipal Tranche Banks were previously increased pursuant to this Section 3.05, not to exceed $50,000,000 in excess of the aggregate amount of the Municipal Tranche Commitments as of the date of this Agreement, (provided that after giving effect to any increases in ii) the Structured Tranche Commitments of the Structured Tranche Banks be increased by an aggregate amount, together with the aggregate amount by which the Structured Tranche Commitments were previously increased pursuant to this SectionSection 3.05, not to exceed $35,000,000 in excess of the aggregate amount of the Structured Tranche 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 as of the syndication date 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 (Aiii) the portion Municipal Tranche Contingent Commitments of the outstanding principal Part C Banks be increased by an aggregate amount, together with the aggregate amount by which the Municipal Tranche Contingent Commitments of such Revolving Loans the Part C Banks were previously increased pursuant to be purchased by such Lender plus (B) this Section 3.05, not to exceed $25,000,000 in excess of 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 Municipal Tranche Contingent Commitments as of such the date on such portion of this Agreement, and (iv) the Structured Tranche Contingent Commitments of the outstanding principal Part E Banks be increased by an aggregate amount, together with the aggregate amount by which the Structured Tranche Contingent Commitments of the Part E Banks were previously increased pursuant to this Section 3.05, not to exceed $17,500,000 in excess of the aggregate amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. Structured Tranche Contingent Commitments as a result of the prepayment date of any such Revolving Loansthis Agreement. Effecting the increase Such Increase Request shall include a certification by a senior officer of the Commitments under this Section is subject to the following conditions precedent: (x) Borrower that no Default or Event of Default shall be in existence on the effective date of such increase, (y) the has occurred and is continuing and all representations and warranties made or deemed made by contained herein and the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been Credit Documents are true and accurate correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each date of the following, 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 only as of such date). Any such increase in form and substance satisfactory to Commitments or Contingent Commitments shall be effective as of a date (the Administrative Agent: (i"Increase Date") if not previously delivered to specified in the Administrative Agent, copies certified by the Secretary or Assistant Secretary of related Increase Notice that is (A) all corporate, partnership, member or other necessary action taken by prior to the Borrower to authorize such increase Expiry Date and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing at least 10 days after the guaranty date of such increase; and Increase Notice. Each Increase Notice shall specify the date by which Banks who wish to increase their Commitments or Contingent Commitments, as the case may be, must consent to such increase (ii) an opinion of counsel the "Commitment Date"), which date shall be no later than five Business Days prior to the Borrower and related Increase Date. Each Bank that is willing to increase its Commitment or Commitments and/or Contingent Commitment or Contingent Commitments, as the Guarantorscase may be (each an "Increasing Bank"), and addressed to shall notify the Administrative Agent and on or prior to the Lenders covering such matters as reasonably requested Commitment Date of the amount by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable which it is willing to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their increase its Commitment or Commitments and/or Contingent Commitment or Contingent Commitments, as the case may be, which amount shall not exceed the respective amount specified in the amount of such Lender’s relevant Increase Notice. No Bank shall be obligated to increase its Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the or Commitments and/or Contingent Commitment or Contingent Commitments pursuant to this Section 2.143.05 and any such increase shall be in the sole discretion of each Bank. any Lender becoming a party hereto shall execute such documents and agreements as If the Banks notify the Administrative Agent that they are willing to increase the amount of their respective Commitments and/or Contingent Commitments, as the case may reasonably requestbe, by an aggregate amount that exceeds the amount of the 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 and/or Contingent Commitments, as the case may be, on the Commitment Date. (b) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested increase. If the aggregate amount by which the Banks are willing to increase their Commitments and/or Contingent Commitments, as the case may be, on any such Commitment Date is less than the requested amount, then any one or more Eligible Transferees designated by the Borrower that agree to provide Commitments and/or Contingent Commitments for the shortfall may become party to this Agreement by executing and delivering a counterpart of this Agreement. (c) On each Increase Date, each Eligible Transferee that accepts an offer to participate in a requested Commitment increase in accordance with Section 3.05(b) shall become a Bank party to this Agreement as of such Increase Date and the Commitment or Commitments and/or Contingent Commitment or Contingent Commitments, as the case may be, of each Increasing Bank shall be increased as of such Increase Date by the amount or amounts set forth in its notice delivered to the Administrative Agent in accordance with Section 3.05(a) (or by the amount allocated to such Bank pursuant to the last sentence of such Section 3.05(a)).

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 from time to time (provided that after giving effect to any increases in the Commitments pursuant to this Section, such increase the aggregate amount of the Commitments shall would not exceed $500,000,000350,000,000) by providing written notice to the Administrative AgentAgent and the Arrangers, which notice shall be irrevocable once given. Each such The Borrower, prior to requesting an increase in the Commitments pursuant to this Section must offer in writing each Lender the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not 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 decreased as a result of such increase in the Commitments, including decisions . If a Lender does not accept the Borrower's offer to increase its Commitment as to provided in the selection preceding sentence within 10 Business Days of the existing Lenders and/or other banksreceipt of such offer, financial institutions and other institutional lenders to such offer shall be approached with respect to deemed rejected by such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lendersLender. No Lender shall be obligated in any way whatsoever required to increase its Commitment, Commitment and any new Lender Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If In the event a new Lender becomes 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 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 LendersLenders 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 such Lender under Section 2.3.(j2.9.(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 Upon any such assignment, the assigning Lender shall pay be deemed to the Lenders amounts payable, if any, represent and warrant to such Lenders under Section 4.4other 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. as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: (x) no if a Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender becoming increasing its Commitment, receives a party hereto shall execute new or replacement Note, as appropriate, in the amount of such documents and agreements as Lender's Commitment within 2 Business Days of the Administrative Agent may reasonably requesteffectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. (a) The Borrower shall have the right at any time and option, without the consent of the Lenders, 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 cause one or more increases in the aggregate amount Aggregate Commitments by adding, subject to the prior approval of the Commitments Administrative Agent (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall such approval 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 banksunreasonably withheld), 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 Agreementone or more financial institutions as Lenders (collectively, the “New Lenders”) or if any existing Lender agrees by allowing one or more Lenders to increase its Commitmenttheir respective Commitments, 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 subject to the Lenders’ relative Commitments satisfaction of the following conditions: (i) prior to and after giving effect to the increase of Commitments) of any outstanding Revolving Loansincrease, 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 hereunder and be continuing; (ii) no such increase shall cause the aggregate increases in existence on Commitments pursuant to this Section 2.18 to exceed $100,000,000; (iii) no Lender’s Commitment shall be increased without such Lender’s consent; (iv) no more than three requests may be made for increases in Commitments pursuant to this Section 2.18; and (v) such increase shall be evidenced by an incremental commitment agreement in form and substance reasonably acceptable to the effective date Administrative Agent and executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase, (y) increase in the representations Aggregate Commitments and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable incremental commitment agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (b) As a condition precedent to each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance satisfactory to the Administrative Agent: (i) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower certifying that each of the conditions to such increase set forth in this Section shall have occurred and been complied with and that, before and after giving effect to such increase, (A) the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (date, in which case such representations and warranties shall have been they were true and accurate on and correct in all material respects as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (zB) no Default or Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent shall have received may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement and any Guarantors’ Consent to such increase agreement, and such documents and certifications as the Administrative Agent may require to evidence that the Borrower and each Guarantor is validly existing and in good standing in its jurisdiction of organization; and (iii) a favorable opinion of independent legal counsel reasonably acceptable to the followingAdministrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered , relating 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 Borrower to authorize such increase agreement and (B) all corporateany Guarantors’ Consent to such increase agreement, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such each Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Increase of Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on after the Effective Date through to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and including the date 180 days prior subject to the Termination Date following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to request increases in each of the Lenders, at least ten (10) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount of by which the Commitments are to be increased, which shall be at least $5.0 million, the requested date of increase (provided that after giving effect the “Requested Increase Date”) and the date by which the Lenders wishing to any increases participate in the Commitments pursuant Commitment Increase must commit to this Section, an increase in the aggregate amount of their respective Commitments (the Commitments “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall not exceed $500,000,000) by providing give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, which notice (such consent not to be unreasonably withheld) to participate in any portion of the requested Commitment Increase; provided, however, that the Commitment of each such Eligible Assignee shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of not less than $50,000,000 and 1.0 million or an integral multiples multiple of $15,000,000 1.0 million in excess thereof. The Administrative AgentAny such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as subject to the selection of terms and conditions hereof, (x) the existing Lenders and/or other banks, financial institutions and other institutional lenders Commitment Schedule shall be deemed to be approached with respect amended to such increase and reflect the allocations increases contemplated hereby, (y) the Commitment of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No each Increasing Lender shall be obligated increased by an amount determined by the Administrative Agent and the Borrower (but in any way whatsoever no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (iv) If on the Requested Increase Date there are any new Lender becoming a party Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Requested Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.22 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Agreement in connection with any such requested increase must Section 2.22 shall 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 effective unless: (i) as of the date of the relevant Notice of Increase and 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 relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the increase condition set forth in Section 4.02(a) shall be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of Commitments(A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of any outstanding Revolving Loans, by making available opinion reasonably satisfactory to the Administrative Agent for and (B) any reaffirmation or similar documentation as reasonably requested by the account Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) after giving effect to such other LendersCommitment Increases, in same day funds, the aggregate principal amount of all such Commitment Increases incurred since the Effective Date shall not exceed 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 $50.0 million plus (B) 100% of Consolidated Adjusted EBITDA for the aggregate amount of payments previously made by the other Lenders under Section 2.3.(jmost recently ended Reference Period, on a pro forma basis; and (iv) which have not been repaid plus (C) interest accrued and unpaid after giving effect 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 Commitment Increase, the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default Borrower shall be in existence on pro forma compliance with the effective date of such increase, (y) Financial Covenants for the representations most recently ended Reference Period and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize Agent reasonably detailed calculations demonstrating such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestcompliance.

Increase of Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on after the Effective Date through to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and including the date 180 days prior subject to the Termination Date following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to request increases in each of the Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount of by which the Commitments are to be increased, which shall be at least $5 million, the requested date of increase (provided that after giving effect the “Requested Increase Date”) and the date by which the Lenders wishing to any increases participate in the Commitments pursuant Commitment Increase must commit to this Section, an increase in the aggregate amount of their respective Commitment (the Commitments “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall not exceed $500,000,000) by providing give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, which notice (such consent not to be unreasonably withheld) to participate in any portion of the requested Commitment Increase; provided, however, that the Commitment of each such Eligible Assignee shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of not less than $50,000,000 and 1 million or an integral multiples multiple of $15,000,000 1 million in excess thereof. The Administrative AgentAny such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as subject to the selection of terms and conditions hereof, (x) the existing Lenders and/or other banks, financial institutions and other institutional lenders Commitment Schedule shall be deemed to be approached with respect amended to such increase and reflect the allocations increases contemplated hereby, (y) the Commitment of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No each Increasing Lender shall be obligated increased by an amount determined by the Administrative Agent and the Borrower (but in any way whatsoever no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (iv) If on the Requested Increase Date there are any new Lender becoming a party Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Requested Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.22 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Agreement in connection with any such requested increase must Section 2.22 shall 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 effective unless: (i) as of the date of the relevant Notice of Increase and 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 relevant Requested Increase Date and after giving effect to the increase of Commitments) of any outstanding Revolving Loanssuch increase, 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 and be in existence on the effective date of such increase, continuing and (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party condition set forth in any Loan Document to which such Loan Party is a party Section 4.02(a) shall be true or correct on the effective date of such increase except required to be satisfied; (ii) to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) new Notes executed by after giving effect to such Commitment Increases, the Borrower, payable aggregate principal amount of all such Commitment Increases incurred since the Effective Date shall not exceed $200 million; and (iv) after giving effect to any new Lenders and replacement Notes executed by such Commitment Increase, the Borrower, payable Borrower shall be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant be) delivered to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may and the Borrower shall have delivered to the Administrative Agent reasonably requestdetailed calculations demonstrating such compliance.

Increase of Commitments. The With the prior consent of the Agent, 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 term of this Agreement to request increases 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 shall may not exceed $500,000,0001,500,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $50,000,000 100,000,000 and integral multiples of $15,000,000 50,000,000 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 required to increase its Commitment, 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 (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as 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 LendersLenders 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.(j2.4.(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. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties 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 shall be is not (or would not be) true or correct on the effective date of such increase (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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. The Borrower shall have So long as no Default or Event of Default then exists or would result therefrom, the right Company may, at any time and from time to time during the period beginning on the Effective Date through and including the date 180 days prior upon at least five (5) Business Days' notice, deliver a written request to the Termination Date Administrative Agent to request increases increase the aggregate Commitments under this Agreement by up to $50,000,000 in the aggregate amount of the Commitments (provided that after giving effect "Commitment Increase Amount"). Each such request to any increases in the Commitments pursuant to this Section, the aggregate amount of increase the Commitments shall be a Commitment Increase Amount of not exceed less than $500,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase 5,000,000 or in the Commitments must be an aggregate minimum amount integral multiple of $50,000,000 and integral multiples of $15,000,000 5,000,000 in excess thereof. The Commitment Increase Amount will be in the form of increases in the Commitments under the Tranche 2 Facility. In the event the Company desires to increase the Commitments, the Administrative Agent, in consultation with the Borrower, shall manage all aspects upon receipt of the syndication of such increase in written request from the CommitmentsCompany described above, including decisions as may offer to the selection of the existing Lenders and/or other (x) any Bank or (y) one or more banks, financial institutions or other entities, which are not Banks 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 are acceptable to the Administrative Agent for in its sole discretion ("New Banks"), the account of such other Lenders, opportunity to participate in same day funds, an amount equal to the sum of (A) the portion any or all of the outstanding principal amount of such Revolving Loans Commitment Increase Amount. No existing Bank shall be required to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders increase its Commitment 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. this Agreement as a result of the prepayment of any Company's request for a Commitment Increase Amount and each such Revolving LoansBank's Commitment may only be increased by an instrument duly executed by such Bank agreeing to increase its Commitment. Effecting Any such increase shall become effective upon the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made execution by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderCompany, and (z) the Administrative Agent shall have received each and any lender providing a portion of the following, Commitment Increase Amount of an assumption agreement in form and substance reasonably 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 Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering Company, pursuant to which, if such matters lender is a New Bank, such New Bank shall become a Bank under this Agreement and the other Loan Documents with respect to its portion of the Commitment Increase Amount. Upon the effectiveness of a Commitment Increase Amount, each Bank's Pro Rata Share in the liability of each outstanding Letter of Credit shall be reallocated in accordance with the definition of "Pro Rata Share" (with written notice of such reallocation to be promptly delivered to all the Banks) and if there are any outstanding Loans, the Banks and/ or such New Bank providing the Commitment Increase Amount shall make such payments among themselves as reasonably requested directed by the Administrative Agent so that the aggregate principal amount of Loans outstanding shall be owed to the Banks based on each such Bank's Pro Rata Share of such Loans. In addition, interest payments and Letter of Credit fees to the Banks shall be reflective of such reallocated Loans and Letter of Credit liabilities as directed by the Administrative Agent, . This Agreement and (iii) new Notes executed by the Borrower, payable other Loan Documents shall be deemed to be amended to reflect the Commitment Increase Amount and the addition of any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a New Banks as Banks party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestthereto.

Increase of Commitments. The Borrower shall have the right at any time and from time to time during from the period beginning on the Effective Closing Date through and including the date 180 days prior to the Termination Date to request increases 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 increases to the Commitments shall may not exceed $500,000,000300,000,000) by providing written notice to the Administrative 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 $50,000,000 25,000,000 and $5,000,000 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 Notwithstanding anything herein to the selection of contrary, the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached limits set forth in Sections 2.04(a) with respect to such Swingline Loans and 2.05 (a) with respect to Letters of Credit shall remain applicable following any increase and the allocations of the increase Commitments in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lendersaccordance with this Section 2.24. No Lender shall be obligated in any way whatsoever required to increase its Commitment, and . 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 Lender becoming Lenders to become a party to this Agreement Agreement. All such allocations shall be in connection with any the Agent’s sole discretion but not in an amount in excess of each such requested increase must be an Eligible AssigneeLender’s increased Commitment. If a new Lender becomes a party to this AgreementAgreement 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 Commitment Percentage 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 with respect to the Lenders’ relative Commitments and after giving effect to the increase of the 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. 2.14 as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to if the following conditions precedent: are not met immediately prior to such increase and immediately after giving effect thereto, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, exist and (yii) the representations and warranties made or deemed made by the Borrower or any other in the Loan Party in any Loan Document to which such Loan Party is a party Documents, shall be true or and correct in all material respects on and as of the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) not prohibited under the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the CommitmentsLoan Documents. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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 five Business Days of such Lender’s request therefore.

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 (a) Subject to the Termination Date to request increases in the aggregate amount occurrence of the Commitments First Amendment Effective Date, (provided that i) each of the Increasing Lenders hereby severally and not jointly agrees to a Commitment Increase such that, after giving effect to any increases such Commitment Increase, such Increasing Lender has a Commitment in the Commitments pursuant to this Sectionamount set forth on Annex A attached hereto, the aggregate amount (ii) each of the Commitments shall Additional Lenders hereby severally and 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 jointly agrees to increase its Commitmentprovide Additional Commitments such that, 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 such Additional Commitments, such Additional Lender has a Commitment in the increase amount set forth on Annex A attached hereto and (iii) each of Commitmentsthe Incremental Lenders agrees to make one or more Revolving Loans and purchase participations in L/C Obligations in an aggregate amount not to exceed its Commitment, after giving effect to its Incremental Commitment. (b) The Incremental Commitments provided pursuant to this Increase and Amendment Agreement will constitute Commitments under, and as defined in, the Credit Agreement and are in addition to the Commitments under the Credit Agreement in effect immediately prior to the effectiveness of this Increase and Amendment Agreement. Each Increasing Lender, each Additional Lender, the Borrower, the Administrative Agent and each Issuing Bank each acknowledge and agree that, upon the incurrence of Loans pursuant to the Incremental Commitments provided under this Increase and Amendment Agreement and Section 2.17 of the Credit Agreement, such Loans will constitute Revolving Loans for all purposes of the Credit Agreement and the other Credit Documents. (c) Each Increasing Lender (a) confirms that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Increase and Amendment Agreement and to consummate the transactions contemplated hereby, (ii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and (d) Each Additional Lender (a) represents, warrants and agrees that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Increase and Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreement), (iii) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the rights under the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire the rights under the Credit Agreement, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Increase and Amendment Agreement, (vi) it has, independently and without reliance upon the Administrative Agent or any outstanding Revolving Loansother Lender and based on such documents and information as it has deemed appropriate, by making available made its own credit analysis and decision to enter into this Increase and Amendment Agreement, and (vii) it has provided to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal any documentation required to be delivered by it pursuant to the sum of (A) the portion terms of the outstanding principal amount Credit Agreement (including, without limitation, such documentation as may be applicable to such Additional Lender pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by the Additional Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender. (e) On and after the First Amendment Effective Date, each Incremental Lender (x) will be obligated to make Revolving Loans and purchase participations in L/C Obligations in such amounts as will not cause its Revolving Credit Exposure at any time to be purchased by such Lender plus exceed its aggregate Commitment (Bafter giving effect to its Incremental Commitment) on 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 terms, 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 be conditions, set forth in existence on the effective date of such increaseCredit Agreement, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document will be obligated to which such Loan Party is a party shall be true or correct make Revolving Loans on the effective date of such increase except terms, and subject to the extent that such representations and warranties expressly relate solely to an earlier date (conditions, set forth 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 hereunderthe Credit Agreement, and (z) has the Administrative Agent shall have received rights and obligations of a Lender under the Credit Agreement and the other Credit Documents. Nothing contained in this Increase and Amendment Agreement will, or will be interpreted to, limit any rights or obligations of any Increasing Lender under the Credit Agreement with respect to any (f) The Borrower acknowledges and agrees that it will be liable, to the extent of its applicable Borrowings, for all Obligations with respect to each Incremental Commitment including, without limitation, any Loans made pursuant thereto. Each Transaction Party acknowledges and agrees that all Obligations with respect to the Incremental Commitment including, without limitation, any Loans made pursuant thereto, will be secured as set forth in the Collateral Documents and guaranteed as set forth in the Guaranty Agreements and Guaranty Supplements. (g) The Required Lenders and the Issuing Banks acknowledge and agree that the procedural requirements set forth in Section 2.17 of the followingCredit Agreement have been met in connection with this Increase and Amendment Agreement and, in form to the extent such procedures have not been followed, waive such requirements and substance satisfactory consent to and ratify 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 Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, ’s actions in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents Increase and agreements as the Administrative Agent may reasonably requestAmendment Agreement.

Increase of Commitments. The Borrower (a) If no Default or Event of Default shall have occurred and be continuing at the right time of delivery of the Commitment Increase Notice (as defined below), the Borrower may at any time and from time to time during request an increase of the period beginning on aggregate Commitments by notice to the Senior Facility Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $10,000,000, (ii) the cumulative increase in Commitments after the Effective Date through pursuant to this Section 2.21 shall not exceed $800,000,000 without the approval of the Required Lenders, (iii) the Commitment of any Lender may not be increased without such Lender’s consent and including (iv) any Issuing Bank or Swing Line Lender with LC Exposure or Swing Line Exposure at the date 180 days prior time of the contemplated increase of Commitments shall have consented to such increase of commitments (which consent shall not be unreasonably withheld or delayed), and such consent shall be deemed to have been given if any applicable Issuing Bank or Swing Line Lender fails to respond within five (5) Business Days of the Borrower’s delivery of any Commitment Increase Notice. Following any Commitment Increase Notice, the Borrower may, in its sole discretion, but with the consent of the Senior Facility Agent, each Issuing Bank and the Swing Line Lender as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), 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 increased Commitments pursuant to 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 Termination Date additional banks or financial institutions identified therein or such additional banks or financial institutions identified by the Senior Facility Agent and approved by the Borrower, the Senior Facility Agent shall notify such proposed lenders of the opportunity to request participate in all or a portion of such increased Commitments. (b) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.21 shall, in each case, execute a Commitment Increase Agreement, in substantially the form attached hereto as Exhibit C, with the Borrower and the Senior Facility Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. No Lender shall have any obligation whatsoever to agree to increase its Commitment. Each Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the Senior Facility Agent at the same time as that of all other increasing Lenders. (c) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments shall execute and deliver to the Senior Facility Agent a New Lender Agreement (a “New Lender Agreement”), in substantially the form attached hereto as Exhibit D, setting forth its Commitment, and upon the effectiveness of such New Lender Agreement, such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $10,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Senior Facility Agent at the same time as that of all other New Lenders. (d) The effectiveness of any Commitment Increase Agreement or New Lender Agreement shall be contingent upon receipt by the Senior Facility Agent of corporate resolutions of the Borrower in form and substance reasonably satisfactory to the Senior Facility Agent. Once a Commitment Increase Agreement or New Lender Agreement becomes effective, the Senior Facility Agent shall reflect the increases in the aggregate amount Commitments effected by such agreements by appropriate entries in the Register. (e) Upon and after the effective date of the Commitments (provided that after giving effect to any increases increase in the Commitments pursuant to this SectionSection 2.21 (the “Re-Allocation Date”), additional Revolving Loans shall be made pro rata based on the aggregate amount respective Commitments of the Commitments shall not exceed $500,000,000) by providing written notice to the Administrative AgentLenders in effect on or after such Re-Allocation Date, which notice and continuations of Loans outstanding on such Re-Allocation Date shall be irrevocable once given. Each effected by repayment of such increase in Loans on 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 last day 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 CommitmentInterest Period applicable thereto or, 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 LoansABR Loan, 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except based on the respective Commitments in effect prior to the extent that such representations Re-Allocation Date, and warranties expressly relate solely to an earlier date (the making of new Loans of the same Type pro rata based on the respective Commitments in which case such representations and warranties shall have been true and accurate effect on and as after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory Eurodollar Loans will be paid thereon to the Administrative Agent: (i) if not previously delivered to respective Lenders holding such Eurodollar Loans pro rata based on the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrespective principal amounts thereof outstanding.

Increase of Commitments. The (a) At any time, the Parent Borrower shall have may request that 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 Aggregate Revolving Loan Commitment be increased or incremental term loans be extended; provided that (i) the aggregate amount of such increases and such incremental term loans shall at no time exceed $200,000,000; (ii) the Commitments (provided that after giving effect to Parent Borrower shall not make any increases such request during the six month period following any reduction in the Commitments Aggregate Revolving Loan Commitment previously made pursuant to this Section, Section 2.7; (iii) the aggregate amount of the Commitments Parent Borrower shall not exceed $500,000,000be entitled to make any such request more frequently than once in each 12-month period; and (iv) by providing written notice to the Administrative Agent, which notice each such request shall be irrevocable once given. Each such increase in the Commitments must be an aggregate a minimum amount of at least $50,000,000 20,000,000 and integral multiples increments of $15,000,000 5,000,000 in excess thereof. The Administrative AgentSuch request shall be made in a written notice given to the Agent and the applicable Lenders by the Parent Borrower not less than twenty (20) Business Days prior to the proposed effective date of such increase or incremental term loan extension, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase or extension and the proposed effective date of such increase or extension. No Lender shall have any obligation to increase its Revolving Loan Commitment or commit to such extension pursuant to a Commitment Increase Notice. On or prior to the date that is ten (10) 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 Revolving Loan Commitment or commit to such extension in connection with such Commitment Increase Notice (any such notice to the Agent being herein a “Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to the Agent prior to the expiration of such ten (10) Business Day period shall be deemed to have denied any such increase or extension. In the event that the increases or extensions set forth in the Lender Increase Notices exceed the amount requested by the Parent Borrower in the Commitment Increase Notice, the Agent and the Arranger shall have the right, in consultation with the Parent Borrower, to allocate the amount of increases or extensions necessary to meet the Parent Borrower’s Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Parent Borrower, the Agent shall manage all aspects so advise the Parent Borrower not later than ten (10) Business Days prior to the proposed effective date, and not later than three (3) Business Days prior to the proposed effective date the Parent 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 consented to by the Agent (which consent shall not be unreasonably withheld). If the Parent Borrower shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Parent Borrower shall be deemed to have reduced the amount of 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 any notice regarding any Proposed New Lender, if applicable, the Agent shall notify the Parent Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the syndication amount of such each Lender’s and Proposed New Lenders’ Revolving Loan Commitment and/or incremental term loan commitment amount (the “Effective Commitment Amount”) and the amount of the Aggregate Revolving Loan Commitment and aggregate incremental term loan commitment amount, which amount shall be effective on the following Business Day. No consent of any Lender (other than the Lenders participating in any increase in the Commitments, including decisions as to the selection Aggregate Revolving Loan Commitment or extension of the existing Lenders and/or other banks, financial institutions and other institutional lenders to incremental term loans) shall be approached with respect to such increase and the allocations of the required for any increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lendersAggregate Revolving Loan Commitment or extension of incremental term loans pursuant to this Section 2.27. No Lender Any increase in the Aggregate Revolving Loan Commitment or extension of incremental term loans 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: (xA) no Default or Event the Parent Borrower shall have obtained the consent thereto of Default each Subsidiary party to the Subsidiary Guaranty (each, a “Guarantor”) and its reaffirmation of the Credit Document(s) executed by it, which consent and reaffirmation shall be in existence on writing and in form and substance reasonably satisfactory to the Agent, (B) as of the date of the Commitment Increase Notice and as of the proposed effective date of such increaseincrease or extension, (y) the all representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or correct on Unmatured Default, (C) the Parent Borrower, the Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Revolving Loan Commitment” in support of such increase in the Aggregate Revolving Loan Commitment or to provide an incremental term loan commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit J hereto, (D) counsel for the Parent Borrower and for the Guarantors shall have provided to the Agent supplemental opinions in form and substance reasonably satisfactory to the Agent and (E) the Parent 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 or extension. If any fee shall be charged by the applicable Lenders in connection with any such increase or extension, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Agent to the Parent Borrower. Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment or extension of incremental term loans, the Agent shall promptly advise the Parent Borrower and each Lender of the effective date of such increase except or extension. Upon the effective date of any such increase or extension that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to the extent that such representations this Agreement as a Lender and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true the rights and accurate obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on and as the part of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestto increase its Revolving Loan Commitment or provide an incremental term loan commitment at any time.

Increase of Commitments. The Borrower (a) If no Default or Event of Default shall have occurred and be continuing, the right Borrower may 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 an increase of the aggregate amount of the Revolving Loan Commitments (provided 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 Agent in the Commitments must be an aggregate minimum amount writing 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $25,000,000, (ii) the time of the effectiveness of the applicable cumulative increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. 2.19 shall not exceed $80,000,000 (so that the maximum amount of the revised Revolving Loan Commitments shall not be greater than $350,000,000) and (iii) the Revolving Loan Commitment of any Lender becoming may not be increased without such Lender’s consent. The Administrative Agent shall, within five Business Days after receipt of a party hereto Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Revolving Loan Commitment shall execute such documents and agreements as so notify the Administrative Agent may reasonably in writing no later than 20 days after receipt by the Lender of such request. Any Lender that accepts an offer to it by the Borrower to increase its Revolving Loan Commitment pursuant to this Section 2.19 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Loan Commitment as so increased, and the definition of 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 Administrative Agent within such period that it will increase its Revolving Loan Commitment shall be deemed to have rejected such offer to increase its Revolving Loan Commitment. No Lender shall have any obligation whatsoever to agree to increase its Revolving Loan Commitment. Any agreement to increase a Lender’s pro rata share of the increased Revolving Loan Commitment shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders.

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 (provided that after giving effect to any increases in the Commitments pursuant to this Sectionmay, the aggregate amount of the Commitments shall not exceed $500,000,000) by providing 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 incremental Commitments in 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 Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments. If Lenders are willing to provide such 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, which notice 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 the Closing Date 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 irrevocable once givenevidenced 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. Each On the effective date of each such increase in the Domestic Revolving Commitments must be an aggregate minimum amount 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 $50,000,000 and integral multiples all ratable Borrowings outstanding at the close of $15,000,000 in excess 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 Administrative Agent, Lenders agree to cooperate in consultation any required sale and purchase of outstanding ratable Borrowings to achieve such result. The Borrower agrees to pay all fees associated 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 Aggregate Commitment including any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement amounts due under Section 3.4 in connection with any reallocation of Eurocurrency Borrowings. In no event will such requested new or existing Lenders providing the increase must be an Eligible Assigneerequired to fund or purchase a portion of any Competitive Bid Loan to comply with this Section on such date. If a new Lender becomes a party to Notwithstanding the foregoing, no incremental Commitment shall become effective under this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall Section 2.1 unless (i) on the date it becomes a Lender hereunder (or increases its Commitmentof such effectiveness, the conditions set forth in the case of an existing Lender) (Section 4.2 shall be satisfied 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 shall have received a certificate to that effect dated such other Lenders, in same day funds, date and executed by an amount equal to the sum of (A) the portion Authorized Officer 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 be in existence on the effective date of such increaseBorrower, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (zii) the Administrative Agent shall have received each a certificate of an Authorized Officer of the following, in form and substance satisfactory Borrower as to the Administrative Agent: (i) if not previously delivered board resolutions evidencing authority for such incremental Commitment and as to any changes to the Administrative Agent, copies certified by the Secretary or Assistant Secretary formation documents of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing since 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 AgentClosing Date, and (iii) new Notes executed by the Borrower, payable Borrower shall be in pro forma compliance with the covenants set forth in Section 6.18 after giving effect to any new Lenders the Loans to be made on such date pursuant to such incremental Commitments and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time application of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute proceeds therefrom as if made and applied on such documents and agreements as the Administrative Agent may reasonably requestdate.

Increase of Commitments. (a) The Borrower shall have the right at any time after the Closing Date to increase the aggregate Commitments hereunder in accordance with the following provisions and from time subject to time during the period beginning on following conditions: (i) The Borrower shall give the Effective Date Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least 20 Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10,000,000, and the requested date of increase (the “Requested Increase Date”). Each Lender shall have the right, but no obligation whatsoever, by written notice to the Borrower through and including the Administrative Agent not less than 10 Business Days after the date 180 days prior of said Notice of Increase, to offer to increase its Commitment by an amount specified by such Lender, which shall not be less than $1,000,000 and shall not exceed the Termination Date Requested Increase Amount. Any Lender that so offers to request increases in increase its Commitment is herein called an “Increasing Lender”. Any Lender that does not so offer within such time shall be deemed to have declined to increase its Commitment. (ii) If the aggregate amount of the increases offered pursuant to sub-clause (i) above exceeds the Requested Increase Amount, the increase shall be allocated ratably among the Increasing Lenders. (iii) If the aggregate amount of the increases offered pursuant to sub-clause (i) above is less than the Requested Increase Amount, the Borrower may, through the Administrative Agent, offer the balance of the Requested Increase Amount to one or more other financial institutions, each of which must be reasonably satisfactory to the Administrative Agent; provided, that the Commitment to be acquired hereunder by any such other financial institution shall not be less than $1,000,000. Any such other financial institution that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iv) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) Schedule I shall be deemed amended to reflect the increases contemplated hereby, (y) the Commitment of each Increasing Lender shall be increased by the amount determined pursuant to sub-clauses (i) and (ii) above, and (z) each Additional Lender shall enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment in the amount determined pursuant to sub-clause (iii) above, and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. Each Additional Lender may request a Note in accordance with Section 2.17(d). (v) If on the Requested Increase Date there are Advances outstanding hereunder, appropriate adjustments shall be made (by the making of Advances by the Increasing Lenders and the Additional Lenders and/or the prepayment of outstanding Advances) as necessary to cause the outstanding Advances to be held ratably by all Lenders. (vi) The Borrower may not exercise its rights under this Section 2.19 more than once in each successive annual period commencing on the Closing Date. (b) Anything in this Section 2.19 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section shall be effective unless: (provided that i) as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Borrower in Article 4 (subject to updating in the case of Sections 4.01(n) and 4.01(o)) shall be true and correct in all material respects as if made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) on and as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, the Xxxxx’x Rating and the S&P Rating shall be at least equal to Baa3 and BBB- respectively; (iii) the Borrower shall not previously have reduced the Commitments under Section 2.04; and (iv) after giving effect to any increases in the Commitments pursuant to this Section, such increase 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request150,000,000.

Increase of Commitments. The Borrower (a) If no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing and all of the right conditions described in Section 4.02(a) and (d) are satisfied, the Company may at any time and from time to time during request an increase of the period beginning on the Effective Date through and including the date 180 days prior aggregate Commitments by notice to the Termination Date Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $10,000,000, (ii) the cumulative increase in Commitments pursuant to request increases in this Section 2.18 shall not exceed $100,000,000, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) 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 Lenders’ Commitments shall not exceed $500,000,000) 200,000,000. Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by providing written notice to such Lenders, the Company may, in its sole discretion, but with the consent of the Administrative AgentAgent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), which notice shall be irrevocable once given. Each 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 such increase unsubscribed portion of the increased Commitments pursuant to paragraph (b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased 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 become a party to this Agreement in connection with any by executing and delivering to the Administrative Agent a New Lender Agreement setting forth its Commitment, whereupon such requested increase must be an Eligible Assignee. If bank or financial institution (a new “New Lender”) shall become a Lender becomes for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Commitment in Section 1.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $5,000,000 (or if any existing remaining portion of the increased Commitments not subscribed to by the Lenders). (c) Any Lender agrees that accepts an offer to it by the Borrower to increase its CommitmentCommitment pursuant to this Section 2.18 shall, in each case, execute a Commitment Increase Agreement with the Company and the Administrative Agent, whereupon such Lender shall on be bound by and entitled to the date it becomes a Lender hereunder (or increases its Commitment, in the case benefits of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined this Agreement with respect to the Lenders’ relative Commitments full amount of its Commitment as so increased, and after giving effect the definition of Commitment in Section 1.01 hereof shall be deemed to be amended to reflect such increase. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Company and legal opinions of counsel to the increase of Commitments) of any outstanding Revolving LoansCompany as the Administrative Agent shall reasonably request with respect thereto, by making available in each case in form and substance reasonably satisfactory to the Administrative Agent for Agent. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.18(b) or any Lender’s Commitment is increased pursuant to Section 2.18(c), additional Loans made on or after the account of such other Lenders, in same day funds, an amount equal to effectiveness thereof (the sum of (A“Re-Allocation Date”) 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 be made pro rata based on their respective Commitments in existence effect on the effective date of or after such increase, Re-Allocation Date (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that any such representations and warranties expressly relate solely to pro rata borrowings would result in any Lender making an earlier date (aggregate principal amount of Loans in excess of its Commitment, in which case such representations excess amount will be allocated to, and warranties made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall have been true be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and accurate the making of new Loans pro rata based on the respective Commitments in effect on and as after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans or ABR Loans, such Eurodollar Loans or ABR Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory Eurodollar Loans or ABR Loans will be paid thereon to the Administrative Agent: (i) if not previously delivered to respective Lenders holding such Eurodollar Loans or ABR Loans pro rata based on the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrespective principal amounts thereof outstanding.

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 (a) Subject to the Termination Date to request increases in the aggregate amount occurrence of the Second Amendment Effective Date, the Additional Lender hereby agrees (i) to provide Additional Commitments (provided that such that, after giving effect to any increases such Additional Commitments, such Additional Lender has a Commitment in the amount set forth on Annex A attached hereto and (ii) to make one or more Revolving Loans and purchase participations in L/C Obligations in an aggregate amount not to exceed its Commitment. (b) The Additional Commitments provided pursuant to this SectionIncrease and Amendment Agreement will constitute Commitments under, and as defined in, the aggregate amount of Credit Agreement and are in addition to the Commitments shall not exceed $500,000,000) by providing written notice under the Credit Agreement in effect immediately prior to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount effectiveness of $50,000,000 this Increase and integral multiples of $15,000,000 in excess thereofAmendment Agreement. The Administrative AgentAdditional Lender, 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 and each Issuing Bank each acknowledge and agree that, upon the account incurrence of such other Lenders, in same day funds, an amount equal Loans pursuant to the sum of (A) the portion Additional Commitments provided under this Increase and Amendment Agreement and Section 2.17 of the outstanding principal amount of Credit Agreement, such Loans will constitute Revolving Loans for all purposes of the Credit Agreement and the other Credit Documents. (c) The Additional Lender (a) represents, warrants and agrees that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Increase and Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders an assignee under Section 2.3.(j10.10(a) 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 Credit Agreement (subject to such Revolving Loans. The Borrower shall pay to the Lenders amounts payableconsents, if any, to such Lenders as may be required under Section 4.4. as a result 10.10(a) 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 be in existence on the effective date of such increaseCredit Agreement), (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed from and after the Second Amendment Effective Date, it shall be bound by the Borrowerprovisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, payable (iv) it is sophisticated with respect to any new Lenders and replacement Notes executed decisions to acquire assets of the type represented by the Borrowerrights under the Credit Agreement and either it, payable or the Person exercising discretion in making its decision to any existing Lenders increasing their Commitmentsacquire the rights under the Credit Agreement, is experienced in the amount acquiring assets of such Lender’s Commitment at the time type, (v) it has received a copy of the effectiveness Credit Agreement, and has received or has been accorded the opportunity to receive copies of the applicable increase financial statements referred to in the aggregate amount Section 5.8 of the Commitments. In connection with any increase in Credit Agreement and the aggregate amount most recent financial statements delivered pursuant to Section 6.6 of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute Credit Agreement, as applicable, and such other documents and agreements information as the Administrative Agent may reasonably request.it deems appropriate to make its own credit analysis and

Increase of Commitments. The Subject to the approval of the Agent, 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 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 shall not exceed $500,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided that (a) the aggregate amount of such increases in the Commitments pursuant to this Section shall not exceed $125,000,000 (the “Available Increase Amount”); (b) Borrower may not exercise its rights pursuant to this Section 2.14 more than three (3) times; and (c) Borrower may not exercise its rights under this Section 2.14 if there are less than six (6) full months to the Revolving Loan Termination Date. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 25,000,000 and integral multiples of $15,000,000 1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, Agent shall manage all aspects of the syndication 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, including decisions as . All other allocations of such requested increase shall be subject to the selection approval of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and Agent. Each Lender shall notify the allocations Agent within ten (10) Business Days after receipt of the Agent’s notice whether such Lender wishes to increase in the Commitments among amount of its Commitment. If a Lender fails to deliver any such existing Lenders and/or other banksnotice to the Agent within such time period, financial institutions and other institutional lendersthen such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be obligated in any way whatsoever required to increase its Commitment, Commitment and any new Lender Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If As a condition to any 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 becomes 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 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 LendersLenders at the Principal Office, in same day funds, an amount equal to the sum of (Aa) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (Bb) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(jSections 2.2(e) or 2.3(j) which have not been repaid plus (C) 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. 4.4 as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if either (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party Obligor in any Loan Document to which such Loan Party is a party shall be not (or would not be) true or correct in all material respects on the effective date of such increase (except to the extent that such for representations and or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and date). In addition, as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory a condition to the Administrative Agent: (i) if not previously delivered to the Administrative Agenteffectiveness of any increase, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, Guarantors shall execute and addressed deliver to the Administrative Agent and the Lenders covering such matters additional documents (including, without limitation, amendments to the Security Documents), instruments, certifications and opinions as the Agent may reasonably requested by the Administrative Agentrequire, and (iii) new Notes executed by the BorrowerBorrower shall pay the cost of any mortgagee’s title insurance policy or any endorsement or update thereto or any updated title and UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are demanded or payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of connection with such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitmentsincrease. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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 of the effectiveness of the applicable increase in the aggregate amount of Commitments. Upon the effective date of the increase in the aggregate Total Commitments pursuant to this Section 2.14, Wachovia shall assign a portion of its Revolving Note equal to the amount of such increase acquired by the Lenders or an assignee and such amount shall become part of the aggregate Total Commitment.

Increase of Commitments. (a) 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 (provided that after giving effect to any increases in the Commitments pursuant to this SectionCompany may, the aggregate amount of the Commitments shall not exceed $500,000,000) by providing written notice to the Administrative AgentAgent up to four times after the Effective Date, which notice shall be irrevocable once given. Each such increase request additional commitments for Incremental Loans 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 accordance with the Borrower, terms of this Section 2.16; provided that (i) any Incremental Loans shall manage for all aspects of the syndication of such increase in the Commitments, including decisions as purposes be Term Loans borrowed pursuant to the selection terms 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, (ii) the financial institutions providing such Incremental Commitments shall be existing Banks 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 financial institutions reasonably acceptable to the Lenders’ relative Commitments Administrative Agent and the Company, (iii) after giving effect to the increase of Commitments) of any outstanding Revolving such Incremental 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 total outstanding principal amount of such Revolving the Term Loans to be purchased by such Lender plus does not exceed $1,000,000,000, (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: (xiv) no Default or Event of Default shall have occurred and be continuing or will exist after giving effect to such increase and (v) the minimum amount of any such borrowing of Incremental Loans is $10,000,000. To achieve the full amount of requested Incremental Loans, the Company may solicit commitments for Incremental Loans from existing Banks and/or other financial institutions who are willing to become Banks (any such Person agreeing to participate in existence on any such Incremental Loans, an “Incremental Bank”); provided, however, that no existing Banks shall be obligated and/or required to provide Incremental Loans pursuant to this Section 2.16 unless it specifically consents in writing to provide such Incremental Loans. (b) If the amount of outstanding Term Loans are increased in accordance with this Section 2.16, the Administrative Agent shall determine the effective date (the “Increase Effective Date”) and, in consultation with the Company, the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same. The Administrative Agent shall promptly notify the Company and the Banks of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, in addition to any deliveries pursuant to Section 2.16(a), the Company shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) a certificate of the Company dated as of the Increase Effective Date signed by a Financial Officer of the Company certifying that, before and after giving effect to such increase, (yA) the representations and warranties made or deemed made by contained in Article 4 hereof and the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be Credit Documents are true or and correct on and as of the effective date of such increase Increase Effective Date, except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (date, in which case such representations and warranties shall have been they are true and accurate on and correct as of such earlier date) , and except that for changes purposes of this Section 2.16, the representations and warranties contained in factual circumstances specifically and expressly permitted hereunderSection 4.04 shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5.01 hereof, and (zB) no Default or Event of Default shall have occurred and be continuing, (ii) a statement of reaffirmation from the Company pursuant to which the Company ratifies this Agreement and the other Credit Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Credit Documents, and (iii) if any Incremental Bank is not an existing Bank, a joinder agreement executed by the Company, the Administrative Agent shall have received each of the followingand such Incremental Bank, 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 Borrower to authorize each such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestPerson.

Increase of Commitments. The Borrower shall have the right at (i) 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 Facility Termination Date to Date, the Company may request increases in that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) the Aggregate Commitment shall at no time exceed $152,500,000 minus the aggregate amount of the Commitments (provided that after giving effect to any increases all reductions in the Commitments Aggregate Commitment previously made pursuant to this Section, Section 2.6.3; (b) the aggregate amount of the Commitments Combined Commitment shall not at no time exceed $500,000,000255,000,000; and (c) by providing written notice to the Administrative Agent, which notice each such request shall be irrevocable once given. Each such increase in the Commitments must be an aggregate a minimum amount of at least $50,000,000 25,000,000 and integral multiples increments of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender Such request shall be obligated made 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed written notice given to the Administrative Agent and the Lenders covering by the Company not less than twenty (20) Business Days prior to the proposed effective date of such matters as reasonably 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 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 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, Agent and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by Arranger shall have the Borrower, payable to any existing Lenders increasing their Commitmentsright, in consultation with the Company, to allocate the amount of such Lender’s increases necessary to meet the Company's Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the CommitmentsIncrease Notice. In connection with any increase in the aggregate event that the Lender Increase Notices are less than the amount of requested by the Commitments pursuant Company, not later than three (3) Business Days prior to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the proposed effective date the Company may notify the Administrative Agent may reasonably request.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

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 By written notice sent to the Termination Date Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may request increases in an increase of the aggregate amount of the Commitments (i) 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 after giving effect to any increases in the Commitments pursuant to this Section(i) no Default shall have occurred and be continuing, (ii) the aggregate amount of the Commitments shall not exceed $500,000,000) by providing written have been reduced, nor shall the Borrower have given 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 Agreementreduction under Section 2.09, 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 (Biii) the aggregate amount of the Commitments shall not 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 previously made have commenced by the other Lenders Federal Bureau of Prisons under Section 2.3.(j) which the Correctional and Detention Facility Contract for such project.. No Lender shall have not been repaid plus (C) interest accrued and unpaid any obligation to and as of such date on such portion of the outstanding principal amount of such Revolving Loansincrease its Commitment. The Borrower shall pay A Lender's decision whether 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 its Commitment under this Section 2.20 if it is subject requested to the following conditions precedent: (x) no Default or Event of Default do so shall be made in existence on the effective date of such increase, (y) the representations Lender's sole and warranties made or deemed made by the Borrower or absolute discretion and any other Loan Party in any Loan Document failure to which such Loan Party is respond to a party request shall be true deemed a decision by such Lender that it will not increase its Commitment. If one or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 more of the followingLenders is not increasing its Commitment, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agentthen, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed 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 covering (the "Increase Amount"); provided, that the Commitment of each New Lender shall be at least $5,000,000 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 matters lesser amount as reasonably 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 by increase, the Borrower, the Administrative Agent, and the Lenders willing to increase their respective Commitments and the New Lenders (iiiif any) new Notes executed 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 BorrowerLenders who have increased their Commitment and, payable to any new Lenders and replacement Notes executed if applicable, the New Lenders. The proceeds of such borrowing shall be utilized by the Borrower, payable Borrower to any existing repay the Lenders increasing who did not agree to increase their Commitments, in such borrowing and repayment to be an amounts sufficient so that after giving effect thereto, the amount of such Lender’s Commitment at Loans shall be held by the time of the effectiveness of the applicable increase in the aggregate amount of the Lenders pro rata according to their Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Increase of Commitments. The With the prior consent of the Agent, 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 (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall may 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 in an aggregate minimum amount of $50,000,000 10,000,000 and integral multiples of $15,000,000 1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such 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 required to increase its Commitment, 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 (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving LoansLoans and Letter of Credit Liabilities, by making available to the Administrative Agent for the account of such other LendersLenders 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.(j2.4.(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. Effecting the In connection with any increase of the Commitments effected under this Section is subject Section, (i) the Borrower shall deliver to the following conditions precedent: Agent such certificates, documents and opinions as the Agent on behalf of the Lenders may reasonably request to evidence the Borrower’s corporate authority to request such increase and each Guarantor’s corporate authority to guarantee such increase and (ii) (A) the Borrower shall certify to any Person to become a Lender or any Lender increasing the amount of its Commitment whether (x) no a Default or Event of Default shall be in existence exists on the effective date of such increase, increase and (y) the representations and warranties 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 shall be is not true or correct on the effective date of such increase (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member if a Default or other necessary action taken by each Guarantor authorizing Event of Default exists or any such representation or warranty is not true or correct on the guaranty effective date of such increase; and (ii) an opinion of counsel , any Person to the Borrower and the Guarantors, and addressed become a Lender or any Lender 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 increase the amount of such Lender’s its Commitment at the time of the effectiveness of the applicable increase may in the aggregate amount of the Commitmentsits sole discretion elect not to do so. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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. The With the prior consent of the Agent, 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 term of this Agreement to request increases 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 shall may not exceed $500,000,000350,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $50,000,000 25,000,000 and integral multiples of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever required to increase its Commitment, 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 (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as 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 LendersLenders 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 4.45.4. as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties 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 shall be is not (or would not be) true or correct on the effective date of such increase (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. Section, 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 the Administrative Agent may reasonably request.

Increase of Commitments. The Borrower (a) At any time after the Effective Date, provided that no Event of Default shall have occurred and be continuing, 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 Borrower may request increases in an increase of 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 shall not exceed $500,000,000) by providing written notice to the Administrative AgentAgent in writing of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"). Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders, the Borrower may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which notice consent shall not be irrevocable once given. Each unreasonably withheld), 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 such increase unsubscribed portion of the increased Commitments pursuant to paragraph (b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer participation 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 increased Commitments, including decisions as and that elects 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 become a party to this Agreement and obtain a Commitment, shall execute a New Lender Agreement with the Borrower and the Administrative Agent, substantially in connection with any the form of Exhibit E (a "NEW LENDER AGREEMENT"), whereupon such requested increase must be an Eligible Assignee. If bank or financial institution (a new "NEW LENDER") shall become a Lender becomes for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, or if and the signature pages and Schedule III hereof shall be deemed to be amended to add the name and Commitment of such New Lender, provided 39 that the Commitment of any existing such New Lender agrees shall be in an amount not less than Cdn.$5,000,000. (c) Any Lender that accepts an offer to it by the Borrower to increase its CommitmentCommitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit F (a "COMMITMENT INCREASE AGREEMENT"), whereupon such Lender shall on be bound by and entitled to the date it becomes a Lender hereunder (or increases its Commitment, in the case benefits of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined this Agreement with respect to the Lenders’ relative Commitments full amount of its Commitment as so increased, and after giving effect Schedule III hereof shall be deemed to be amended to so increase the increase Commitment of Commitmentssuch Lender. (d) The effectiveness of any outstanding Revolving Loans, New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal corporate resolutions of the Borrower and legal opinions of counsel 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 Borrower 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 reasonably request with respect thereto, in each of the followingcase, in form and substance satisfactory to the Administrative Agent: . (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.20(b) or any Lender's Commitment is increased pursuant to Section 2.20(c), additional Advances made on or after the effectiveness thereof (the "RE-ALLOCATION DATE") shall be made pro rata based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Advances in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Advances outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Advances on the last day of the Interest Period applicable thereto and the making of new Eurodollar Rate Advances pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Prime Rate Advances or Base Rate Advances, the existing Lenders shall be deemed to have made partial assignments thereof to the New Lenders and/or Lenders with such increased Commitments in such amounts that, after giving effect thereto, the Prime Rate Advances and Base Rate Advances outstanding are held pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Rate Advances, such Eurodollar Rate Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Advances will be paid thereon to the respective Lenders holding such Eurodollar Rate Advances pro rata based on the respective principal amounts thereof outstanding. In the event that on any such Re-Allocation Date there is an unpaid principal amount of B/A Advances, such B/A Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Contract Periods, and repayments of such B/A Advances will be paid thereon to the respective Lenders holding such B/As based on the respective face amounts thereof. (f) Notwithstanding anything to the contrary in this Section 2.20, (i) if not previously delivered no increase pursuant to this Section 2.20 shall be effective without the Administrative Agentconsent of the Required 40 Lenders, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel no Lender shall have any obligation to the Borrower and the Guarantors, and addressed increase its Commitment unless it agrees to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, do so in its sole discretion and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of by which the Commitments hereunder are increased pursuant to this Section 2.14. any Lender 2.20 shall not exceed Cdn.$141,426,000. (g) The Borrower shall execute and deliver a Note to each new bank or other financial institution becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestLender that requests one.

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 term of this Agreement to request increases 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 shall may 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 in an aggregate minimum amount of $50,000,000 25,000,000 and integral multiples of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever required to increase its Commitment, Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible AssigneeAssignee approved by the Borrower. 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 (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as 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 LendersLenders 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.(j2.4.(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. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Credit Document to which any such Loan Party is a party shall be is not (or would not be) true or correct on the effective date of such increase (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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. The Borrower (a) If no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the right Borrower may at any time and from time to time during request an increase of the period beginning on the Effective Date through and including the date 180 days prior aggregate Commitments by notice to the Termination Date Agent in writing, in a form reasonably satisfactory to request increases the Agent, of the amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $5,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.16 shall not exceed $75,000,000, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) 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 Banks’ Commitments shall not exceed $500,000,000225,000,000 without the approval of the Majority Banks. Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitment. If any portion of the increased Commitment is not subscribed for by such Banks, the Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) by providing written notice or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to the Administrative Agent, which notice shall be irrevocable once given. Each such increase offer participation 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, increased Commitment 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 become a party to this Agreement in connection with any by executing and delivering to the Agent a New Bank Agreement setting forth its Commitment, whereupon such requested increase must be an Eligible Assignee. If bank or financial institution (a new Lender becomes “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, or if and the signature pages hereof shall be deemed to be amended to add the name of such New Bank and the definition of Commitment in Annex A of the Credit Agreement hereof shall be deemed amended to increase the aggregate Commitments of the Banks by the Commitment of such New Bank, provided that the Commitment of any existing Lender agrees New Bank shall be an amount not less than $5,000,000. (c) Any Bank that accepts an offer to it by the Borrower to increase its CommitmentCommitment pursuant to this Section 2.16 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Agent, whereupon such Lender Bank shall on be bound by and entitled to the date it benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Annex A hereof shall be deemed to be amended to reflect such increase. (d) The effectiveness of any New Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) If any bank or financial institution becomes a Lender hereunder New Bank pursuant to Section 2.16(b) or any Bank’s Commitment is increased pursuant to Section 2.16(c), additional Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or increases after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Loans in excess of its Commitment, in the which case of an existing Lender) (such excess amount will be allocated to, and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined made by, such New Bank and/or Banks with respect such increased Commitments to the Lenders’ relative extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Fixed Rate Loans or Prime Rate Loans, (i) any such Prime Rate Loans shall be reallocated immediately among the Banks (including any New Banks and any Banks that have executed a Commitment Increase Agreement) so that all Borrowing and Loans that are outstanding are pro rated based on each Bank’s Commitment, after giving effect to the increase of Commitments) of any outstanding Revolving LoansRe-Allocation Date, 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion any such Fixed Rate Loans shall remain outstanding with the respective holders thereof until the expiration of counsel their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of all Loans will be paid thereon to the Borrower and respective Banks holding same pro rata based on the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrespective principal amounts thereof outstanding.”

Increase of Commitments. The Borrower (a) At any time on or after the Third Amendment Closing Date, provided that no Event of Default shall have occurred and be continuing, the right Company may request an increase of the Total Commitment by notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an amount not less than $25,000,000 nor more than $400,000,000600,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, following any such increase, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender, offer to any time existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicable. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and from time that elects to time during become a party to this Agreement with the period beginning Company and the Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. Upon delivery to the Agent of one or more New Lender Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitment, as increased. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the CompanyBorrowers and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such Lender’s xxxxxased Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the increased Commitment of such Lender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement or New Lender Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Effective Lenders’ respective Commitments in effect on or after such Re-Allocation Date through and including the date 180 days prior (except to the Termination Date to request increases extent that any such pro rata borrowings would result in the any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (provided that unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans will be paid thereon to the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increases increase in the Commitments pursuant to this SectionSection 5.18, the aggregate amount of the Commitments shall not exceed $500,000,0002,400,000,0003,000,000,000. (g) by providing written notice TheOn or following a Re-Allocation Date, the Company shall execute and deliver a Note or Notes 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 eachany New 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, signing a Commitment Increase Agreement in the amount of said Persons’ Commitments, if requested by such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestPerson.

Increase of Commitments. The Borrower shall have the right at any time and may from time to time during elect to increase the period beginning on the Effective Date through Commitments, in each case in minimum increments of $5,000,000 and including the date 180 days prior to the Termination Date to request increases in not less than $20,000,000, so long as, after giving effect thereto, the aggregate amount of the Commitments (provided that such increases does not exceed $200,000,000, after giving effect to any increases in the Commitments pursuant to this Sectionsuch increase, the aggregate amount of the Commitments shall Aggregate Commitment does not exceed $500,000,000) by providing written notice to 650,000,000 and the Administrative Agent, which notice shall be irrevocable once giventotal number of increases implemented under this Section 2.20 does not exceed four (4). Each The Borrower may arrange for any such increase in the Commitments must to be provided by one or more Lenders (each Lender so agreeing to 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 Commitmentsits Commitment, including decisions as to the selection of the existing Lenders and/or other an “Increasing Lender”), or by one or more new banks, financial institutions and or other institutional lenders 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 approached with respect subject to such increase the approval of the Borrower, the Administrative Agent and the allocations Issuing Banks and the Swingline Lender to the extent the consent of the increase in Issuing Banks or the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Swingline Lender shall would be obligated in any way whatsoever required to increase its Commitmenteffect an assignment under Section 9.04(b), 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, ii) (x) in the case of an existing 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 as a condition thereto) purchase from such Augmenting Lender execute an agreement substantially in the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase form of Commitments) Exhibit D hereto. No consent of any outstanding Revolving LoansLender (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, by making available to the Administrative Agent for and the account of such other relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in same day fundsthe Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, an amount equal to (i) on the sum of (A) the portion proposed date 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 be in existence on the effective date effectiveness of such increase, (yA) the representations conditions set forth in paragraphs (a) and warranties made (b) of Section 4.02 shall be satisfied or deemed made 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 or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on and (B) as of the effective date of any such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties increase, no Default 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, exist and (zii) the Administrative Agent shall have received each of the following, in form and substance satisfactory evidence reasonably acceptable to the Administrative Agent: 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 not previously 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, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantorsapplicable 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, and addressed or otherwise be deemed to be, a commitment on 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 part of any Lender to increase its Commitment hereunder at any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitmentstime. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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. The Borrower shall have the right at (i) 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 Facility Termination Date to Date, the Company may request increases in that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) the Aggregate Commitment shall at no time exceed $300,000,000 minus the aggregate amount of the Commitments (provided that after giving effect to any increases all reductions in the Commitments Aggregate Commitment previously made pursuant to this SectionSection 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 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 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 bear to the Aggregate Commitment. No Lender shall not exceed $500,000,000have 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 providing written which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent, Agent being herein a “Lender Increase Notice”). Any Lender which notice does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be irrevocable once given. Each such deemed to have denied any increase in its Commitment. In the event that the increases of Commitments must be an aggregate minimum set forth in the Lender Increase Notices exceed the amount of $50,000,000 requested by the Company in the Commitment Increase Notice, the Administrative Agent and integral multiples of $15,000,000 in excess thereof. The Administrative Agentthe Arranger shall have the right, in consultation with the BorrowerCompany, 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 (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any financial institution that shall manage all aspects 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 consented to by the Administrative Agent (which consent shall not be unreasonably withheld). If the Company shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of 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 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 the proposed effective date of the syndication amount of such each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amounts shall be effective on the following Business Day. Any 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 Aggregate Commitment 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: (xA) no Default or Event the Company shall have obtained the consent thereto of Default each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in existence 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 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 each Lender of the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on . Upon the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Section 2.14Agreement as a Lender and shall have 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 becoming a party hereto to increase its Commitment hereunder at any time. (ii) For purposes of this clause (ii), (A) the term “Buying Lender(s)” shall execute such documents and agreements as mean (1) each Lender the Administrative Agent may reasonably request.Effective Commitment Amount of which is greater than its Commitment prior to

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 (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $500,000,0002,000,000,000) 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each existing Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the 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 the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Increase of Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on after the Effective Date through to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and including the date 180 days prior subject to the Termination Date following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to request increases in each of the Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount of by which the Commitments are to be increased, which shall be at least $5.0 million, the requested date of increase (provided that after giving effect the “Requested Increase Date”) and the date by which the Lenders wishing to any increases participate in the Commitments pursuant Commitment Increase must commit to this Section, an increase in the aggregate amount of their respective Commitments (the Commitments “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall not exceed $500,000,000) by providing give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, which notice (such consent not to be unreasonably withheld) to participate in any portion of the requested Commitment Increase; provided, however, that the Commitment of each such Eligible Assignee shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of not less than $50,000,000 and 1.0 million or an integral multiples multiple of $15,000,000 1.0 million in excess thereof. The Administrative AgentAny such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as subject to the selection of terms and conditions hereof, (x) the existing Lenders and/or other banks, financial institutions and other institutional lenders Commitment Schedule shall be deemed to be approached with respect amended to such increase and reflect the allocations increases contemplated hereby, (y) the Commitment of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No each Increasing Lender shall be obligated increased by an amount determined by the Administrative Agent and the Borrower (but in any way whatsoever no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (iv) If on the Requested Increase Date there are any new Lender becoming a party Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.22 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Agreement in connection with any such requested increase must Section 2.22 shall 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 effective unless: (i) as of the date of the relevant Notice of Increase and 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 relevant Requested Increase Date and after giving effect to the increase of Commitments) of any outstanding Revolving Loanssuch increase, 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 and be in existence on the effective date of such increase, continuing and (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party condition set forth in any Loan Document to which such Loan Party is a party Section 4.02(a) shall be true or correct on the effective date of such increase except satisfied; (ii) to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate), other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent, or otherwise in form and substance reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) new Notes executed by after giving effect to such Commitment Increases, the Borrower, payable aggregate principal amount of all such Commitment Increases incurred sinceafter the First Amendment Effective Date shall not exceed $100.0 million; and (iv) after giving effect to any new Lenders and replacement Notes executed by such Commitment Increase, the Borrower, payable Borrower shall be in pro forma compliance with the Financial Covenants for the most recently ended Reference Period for which financial statements have been (or were required to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant be) delivered to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may and the Borrower shall have delivered to the Administrative Agent reasonably requestdetailed calculations demonstrating such compliance.

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 term of this Agreement to request increases 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 shall may not exceed $500,000,000300,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $50,000,000 10,000,000 and integral multiples of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this AgreementAgreement in order to provide such additional Commitment, 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) make Term Loans (and as a condition theretoany such Term Loan, an “Incremental Term Loan”) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect Borrower in an aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitment, in the case of Commitments) of any outstanding Revolving Loansan existing Lender), by making available to the Administrative Agent for the account of such other Lendersits applicable Lending Office to the Agent at the Principal Office, in same day immediately available funds, in an aggregate principal amount equal to such new Lender’s Commitment (or the sum of (A) the portion amount of the outstanding principal amount increase in its Commitment, in the case of an existing Lender). Subject to the satisfaction of the conditions set forth in this Section 2.16. and Section 6.2., the Agent will make the proceeds 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 borrowing available to the Lenders amounts payable, if any, Borrower at the account specified by Borrower. No Lender shall be required to such Lenders under Section 4.4. as increase its Commitment and any new Lender becoming a result of the prepayment of party to this Agreement in connection with any such Revolving Loansrequested increase must be an Eligible Assignee. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase (and no Default or Event of Default would arise after giving pro forma effect to such increase, ) or (y) the representations and warranties 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 shall be is not (or would not be) true or correct in all material respects on the effective date of such increase (except to the extent that such for representations and or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically not prohibited under the Loan Documents). In addition, in connection with and expressly permitted hereunder, and (z) the Administrative Agent shall have received each as a condition to any increase of the followingTerm Loans, 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 Borrower shall obtain an additional Interest Rate Hedge with respect to authorize such increase and (B) all corporate, partnership, member or other increased Commitment as is necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitmentscomply with Section 8.16. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest and (b) the 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 new or replacement Note, as appropriate, in the amount of such Lender’s Commitment simultaneous with the effectiveness of the applicable increase in the aggregate amount of Commitments. Each of the parties hereto hereby agrees that, upon the effectiveness of any increase of Commitments under this Section 2.16., the Agent may (without the consent of any Lender) amend this Agreement to the extent (but only to the extent) necessary to reflect the increase of Commitments.

Increase of Commitments. The (a) Upon notice to the Agent (who shall promptly notify the Lenders), the Borrower shall have the right at any time and may, 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 day which is the fifty-four (54) month anniversary of the Closing Date, request increases an increase in the aggregate Commitments up to an aggregate of $400,000,000; provided that, in the event the Borrower has reduced the Commitments pursuant to Section 2.5, the amount of the Commitments (provided that after giving effect to any increases increase in the Commitments pursuant to this Section, the aggregate amount of the Commitments Section 2.6 shall not exceed $500,000,000) by providing written notice to 100,000,000. At the Administrative Agenttime of sending such notice, 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, Borrower (in consultation with the BorrowerAgent) shall specify the time period within which each Lender is requested to respond to such request. Each Lender shall respond within such time period to the Agent as to whether or not it agrees to increase its Commitment and, shall manage all aspects of the syndication if so, whether by an amount equal to or less than its Commitment Percentage 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 requested increase. Any Lender not responding within 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 time period shall be obligated in any way whatsoever deemed to have declined to increase its Commitment, . The Agent shall notify the Borrower and any new each 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 responses to each request made hereunder. To achieve the increase full amount of Commitmentsa requested increase, the Borrower may also (i) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such request that one or more other Lenders, in same day fundstheir sole and absolute discretion, an amount equal nonratably increase their Commitment(s) and/or (ii) invite additional Eligible Assignees 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 become Lenders under Section 2.3.(jthe terms of this Agreement. (b) which have not been repaid plus (C) interest accrued If any Commitments are increased in accordance with this Section, the Agent 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on determine the effective date of such increase except (the “Increase Effective Date”). The Agent and the Borrower shall promptly confirm in writing to the extent Lenders the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such increase, (ii) including a Compliance Certificate demonstrating pro forma compliance with Section 12.1 after giving effect to such increase and (iii) certifying that before and after giving effect to such increase, the representations and warranties expressly relate solely to an earlier date (contained in which case such representations and warranties shall have been Article 9 are true and accurate correct on and as of such earlier date) the Increase Effective Date and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) no Default exists. The Borrower shall deliver new or amended Notes reflecting the Administrative Agent shall have received new or increased Commitment of each new or affected Lender as of the following, Increase Effective Date. The Borrower shall prepay any Libor Balances outstanding on the Increase Effective Date (and pay any costs incurred in form and substance satisfactory connection with such prepayment pursuant to Section 6.5) to the Administrative Agent: (i) if not previously delivered extent necessary 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 Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to keep outstanding Balances ratable with any new Lenders and replacement Notes executed by the Borrower, payable to revised Commitment Percentages arising from any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable nonratable increase in the aggregate amount of Commitments under this Section. (c) This Section shall supersede any provision in Section 15.10 to the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestcontrary.

Increase of Commitments. The Subject to the approval of the Agent (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 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 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 shall not exceed $500,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided that (i) the aggregate amount of such increases in the Commitments pursuant to this Section 2.14 shall not exceed $50,000,000 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 $50,000,000 15,000,000 and integral multiples of $15,000,000 1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, Agent shall manage all aspects of the syndication 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, including decisions as . All other allocations of such requested increase shall be subject to the selection approval of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and Agent. Each Lender shall notify the allocations Agent within ten (10) Business Days after receipt of the Agent’s notice whether such Lender wishes to increase in the Commitments among amount of its Commitment. If a Lender fails to deliver any such existing Lenders and/or other banksnotice to the Agent within such time period, financial institutions and other institutional lendersthen such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be obligated in any way whatsoever required to increase its Commitment, Commitment and any new Lender Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If 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 becomes 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 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 LendersLenders at the Principal Office, in same day funds, an amount equal to the sum of (Aa) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (Bb) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(jSections 2.2(e) or 2.3(j) which have not been repaid plus (C) 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. 4.4 as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if either (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party Obligor in any Loan Document to which such Loan Party is a party shall be not (or would not be) true or correct in all material respects on the effective date of such increase (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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 (a) If no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the right Borrower may at any time and from time to time during request an increase of the period beginning on the Effective Date through and including the date 180 days prior aggregate Commitments by notice to the Termination Date Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $10,000,000, (ii) the cumulative increase in Commitments pursuant to request increases in this Section 2.20 shall not exceed $125,000,000, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) 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 Lenders’ Revolving Loan Commitments shall not exceed $500,000,000250,000,000 without the 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 (20) days after receipt by providing written the Lender of such request. Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 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 be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Loan Commitment as so increased, and the definition of 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 Administrative Agent within such period that it will increase its Revolving Loan Commitment shall be deemed to have rejected such offer to increase its Revolving Loan Commitment. No Lender shall have any obligation whatsoever to agree to increase its Revolving Loan Commitment. Any agreement to increase a Lender’s pro rata share of the increased Revolving Loan Commitment shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders. (b) If any portion of the increased Commitments is not subscribed for by such Lenders, the Borrower may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), 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 such unsubscribed portion of the increased Commitments pursuant to paragraph (c) below by notifying the Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders, to the additional banks or to 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 notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Revolving Loan Commitments shall execute and deliver to the Administrative Agent a New Lender Agreement (a “New Lender Agreement”), in substantially the form attached hereto as Exhibit D, setting forth its Revolving Loan Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Revolving Loan Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Revolving Loan Commitment of any New Lender shall be an amount not less than $10,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, which notice the Administrative Agent shall be irrevocable once given. Each such increase reflect the increases in the Commitments must effected by such agreements by appropriate entries in the Register. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.20(c) or any Lender’s Commitment is increased pursuant to Section 2.20, additional Revolving Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate minimum principal amount of $50,000,000 and integral multiples of $15,000,000 Revolving Loans 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, in which case such excess amount will be allocated to, 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 Commitmentmade by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the date it becomes a Lender hereunder (or increases its Commitmentlast day of the Interest Period applicable thereto or, 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 LoansABR Loan, 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 be in existence on the effective date of such increase, and the making of new Loans of the same Type pro rata based on the respective Revolving Loan Commitments in effect on and after such Re-Allocation Date. (yf) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the representations and warranties made or deemed made by respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower or elects to prepay any other Loan Party thereof in any Loan Document accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to which the respective Lenders holding such Loan Party is a party shall be true or correct Eurodollar Loans pro rata based on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrespective principal amounts thereof outstanding.

Increase of Commitments. The Borrower shall have the right at any time and may 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 (provided that after giving effect to any increases in the Commitments pursuant to this Sectiontime, the aggregate amount of the Commitments shall not exceed $500,000,000) by providing written notice to the Administrative Agent, which notice shall request that the aggregate Commitments be irrevocable once givenincreased by an amount that will not result in the aggregate Commitments under this Agreement to exceed $75,000,000. Each such increase in notice shall set forth the Commitments must be an aggregate minimum requested 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 and the date on which such existing Lenders and/or 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 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 bank or other financial institution being called an “Augmenting Lender”), which may include any Lender with its consent, to extend Commitments or increase their existing Commitments in an aggregate amount up to, but not greater than, the requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreementincrease, or provided that each Augmenting Lender, if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes not already a Lender hereunder (or increases its Commitmenti) shall extend a new Commitment of not less than $5,000,000, in the case of an existing Lender(ii) (and shall execute all such documentation 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 shall specify to evidence its status as a Lender hereunder and (iii) shall be consented to by the account of such other Administrative Agent. If (and only if) Lenders (including Augmenting Lenders, ) shall have agreed to increase their aggregate Commitments or to extend new Commitments 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 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 other Borrower, the Augmenting Lenders under Section 2.3.(j) which have not been repaid plus and the Administrative Agent. Notwithstanding the foregoing, no increase in the aggregate Commitments (C) interest accrued and unpaid to and as of such date on such portion of or in 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 Commitment of any such Revolving Loans. Effecting the increase of the Commitments Lender) shall become effective under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence paragraph unless, on the effective date of such increase, the conditions set forth in Section 4.2(b) and (yc) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of satisfied (with all references in such increase except paragraphs to the extent that a Loan being deemed to be references to 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 dateincrease) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by a Responsible Officer of the followingBorrower. Upon the effectiveness of any increase pursuant to this Section 2.17 of the aggregate Commitments and any resulting adjustment in the Pro Rata Share, in form the Lenders and substance satisfactory the Augmenting Lenders will purchase from each other and sell to each other outstanding Loans sufficient to cause the Administrative Agent: outstanding Loans of each Lender and Augmenting Lender to equal its Pro Rata Share (ias so adjusted) of the aggregate outstanding Loans. Such purchase and sale shall be made pursuant to Section 10.8 except that no minimum amount shall be required, no processing fee shall be charged and, if not previously delivered to any Lender shall suffer a loss or incur an expense as a result of the Administrative Agenteffectiveness of such purchase or sale being during an Interest Period, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize shall reimburse such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in Lender the amount of such Lender’s Commitment at loss or expense. Each such Lender shall furnish the time of Borrower with a certificate setting forth the effectiveness of basis for determining the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestbe paid to it hereunder.

Increase of Commitments. The Borrower shall have the right at any time and from time to time during increase the period beginning on the Effective Date through and including the date 180 days prior aggregate Commitments hereunder to the Termination Date to request increases in extent that the sum of the aggregate amount of the Commitments hereunder (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall such increase) do not exceed $500,000,000350,000,000 by adding to this Agreement one or more other lenders, which may include any Lender (each such lender an "Additional Lender") by providing written notice with the approval of the Administrative Agent (not to be unreasonably withheld), each of which Additional Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative AgentAgent pursuant to which such Additional Lender shall undertake a Commitment (if any such Additional Lender is a Lender, which notice its Commitment shall be irrevocable once given. Each in addition to such increase Lender's Commitment hereunder) which such Commitment shall be in the Commitments must be an aggregate minimum amount at least equal to $10,000,000 or a larger multiple of $50,000,000 1,000,000, and integral multiples upon the effectiveness of $15,000,000 in excess thereof. The Administrative Agent, in consultation with such agreement (the Borrower, shall manage all aspects date of the syndication effectiveness of any such increase in agreement being hereinafter referred to as the Commitments"Increased Commitment Date") such Additional Lender shall thereupon become a "Lender" for all purposes of this Agreement. Notwithstanding the foregoing, 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 aggregate 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 hereunder pursuant to this Agreement in connection with Section 2.07(e) shall not be effective unless: (i) the Borrower shall have given the Administrative Agent notice of any such requested increase must at least 10 days prior to any such Increased Commitment Date; (ii) no Default shall have occurred and 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 continuing on the date it becomes a Lender hereunder Increased Commitment Date (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 both immediately prior to the Lenders’ relative Commitments and after giving effect to the increase in Commitments on the Increased Commitment Date); (iii) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender's sole and absolute discretion; (iv) if any Loan or Letter of CommitmentsCredit shall be outstanding, the Borrower shall have borrowed Loans from each of the Additional Lenders on the Increased Commitment Date, and the Additional Lenders shall have made Loans to the Borrower (in the case of Eurodollar Loans, with Interest Period(s) ending on the date(s) of any then 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 (AInterest Period(s)) 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 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 to have acquired participations in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date outstanding Letters of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderCredit, and (znotwithstanding the provisions of Section 2.15 requiring that borrowings and prepayments be made ratably in accordance with the principal amounts of the Loans held by the Lenders) the Borrower in coordination with the Administrative Agent shall have received taken such actions, including, if necessary, prepaying Loans held by the other Lenders (together with accrued interest thereon and any amounts owing pursuant to Section 2.13 as a result of such payment) in such amounts as may be necessary so that after giving effect to such Loans, purchases and prepayments the Loans (and Interest Period(s) of Eurodollar Loan(s)) and the LC Exposure shall be held by the Lenders pro rata in accordance with the respective amounts of their Commitments (as so increased) and, in that connection, the Issuing Bank shall be deemed to have released any Lenders so deemed to have sold participations in outstanding Letters of Credit on the date of such replacement from such sold participation; and (v) there shall have been no reduction of the Commitments pursuant to Section 2.07(b) on or prior to any such Increased Commitment Date. Promptly following any increase of Commitments pursuant to this Section 2.07(e), the Administrative Agent shall provide notice thereof to each of the following, in form and substance satisfactory to Lenders. Without limiting the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary Obligations of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporateprovided for in this Section 2.07, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by agree that they will use commercially reasonable efforts to attempt to minimize the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time costs of the effectiveness of type referred to in Section 2.13 that the applicable Borrower would otherwise incur in connection with an increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

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 (provided that after giving effect to any the aggregate amount of increases in the Commitments pursuant to this SectionSection shall not exceed $150,000,000 (and provided that, in any event, the aggregate principal amount of the Commitments shall not exceed $500,000,000600,000,000 at any time)) by providing written notice to the Administrative 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 20,000,000 and integral multiples of $15,000,000 10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such 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 required to increase its Commitment, 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 (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case, as 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 LendersLenders 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.(j2.4.(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. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties 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 shall be is not (or would not be) true or correct in all material respects on the effective date of such increase (except to the extent that such for representations and or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the followingor transactions, in form and substance satisfactory to the Administrative Agent: (i) if either event 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 Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitmentsprohibited hereunder). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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. (a) The Borrower shall have the right may, at any ----------------------- time and from time to but in any event not more than one time during the any period beginning on the Effective Date through and including the date 180 days prior of 12 consecutive calendar months, make a written request (an "Increase Request") to the Termination Date Agent at its Notice Office (who shall forward a copy to request increases each of the Banks) that (i) the Commitments of the Banks be increased by an aggregate amount, 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 of the date of this Agreement and (provided that after giving effect to any increases in ii) the Contingent Commitments of the Part C Banks be increased by an aggregate amount, together with the aggregate amount by which the Contingent Commitments of the Part C Banks were previously increased pursuant to this SectionSection 3.05, not to exceed $25,000,000 in excess of the aggregate amount of the Contingent 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 as of the syndication date of such increase in the Commitments, including decisions as to the selection this Agreement. Such Increase Request shall include a certification by a senior officer 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) that no Default or Event of Default shall be in existence on the effective date of such increase, (y) the has occurred and is continuing and all representations and warranties made or deemed made by contained herein and the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been Credit Documents are true and accurate correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each date of the following, 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 only as of such date). Any such increase in form and substance satisfactory to Commitments or Contingent Commitments shall be effective as of a date (the Administrative Agent: (i"Increase Date") if not previously delivered to specified in the Administrative Agent, copies certified by the Secretary or Assistant Secretary of related Increase Notice that is (A) all corporate, partnership, member or other necessary action taken by prior to the Borrower to authorize such increase Expiry Date and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing at least 10 days after the guaranty date of such increase; and 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 (ii) an opinion of counsel the "Commitment Date"), which date shall be no later than five Business Days prior to the Borrower and related Increase Date. Each Bank that is willing to increase its Commitment and/or Contingent Commitment, as the Guarantorscase may be (each an "Increasing Bank"), and addressed shall notify the Agent on or prior to the Administrative Agent and Commitment Date of the Lenders covering such matters amount by which it is willing to increase its Commitment and/or Contingent Commitment, as reasonably requested by the Administrative Agentcase may be, and (iii) new Notes executed by which amount shall not exceed the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, respective amount specified in the amount of such Lender’s relevant Increase Notice. No Bank shall be obligated to increase its Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments and/or Contingent Commitment pursuant to this Section 2.143.05 and any such increase shall be in the sole discretion of each Bank. any Lender becoming a party hereto shall execute such documents and agreements If the Banks notify the Agent that they are willing to increase the amount of their respective Commitments and/or Contingent Commitment, as the Administrative Agent case may reasonably requestbe, by an aggregate amount that exceeds the amount of the 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 and/or Contingent Commitment, as the case may be, on the Commitment Date.

Increase of Commitments. (a) The Borrower shall have the right at any time and may 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 (but not more than five times), so long as no Default exists, request increases an increase in the aggregate amount of the Commitments by delivering a written request (an “Increase Request”) to the Administrative Agent and the Lenders; provided that after giving effect to any the aggregate amount of all increases in the amount of the Commitments pursuant to this SectionSection 2.3 shall not exceed $150,000,000. Any Increase Request shall specify (i) the date (the “Increase Response Date”) by which any Lender or prospective Lender that is willing to increase its Commitment must respond to such request, (ii) the date (the “Increase Effective Date”) on which the requested increase is to become effective (which shall be at least five Business Days after the related Increase Response Date) and (iii) the amount of the requested increase (which shall be $10,000,000 or a higher integral multiple of $1,000,000). No Lender shall be obligated to increase its commitment pursuant to any Increase Request. (b) Not later than the Increase Response Date for an Increase Request, any Lender or prospective Lender that is willing to increase its Commitment in response to such Increase Request (an “Increasing Lender”) shall notify the Borrower and the Administrative Agent of the amount by which such Lender or prospective Lender is willing to increase its Commitment (which amount shall be an integral multiple of $1,000,000). On the first Business Day after the Increase Response Date, the Administrative Agent shall notify the Increasing Lenders of the amounts of their respective increases (it being understood that if the aggregate amount of increased Commitments offered pursuant to an Increase Request exceeds the amount requested, the Borrower, in consultation with the Administrative Agent, may (subject to the limitation in clause (a) above) accept all or any portion of such excess offered Commitments and/or allocate the increases in the Commitments among the Increasing Lenders). On the applicable Increase Effective Date, the Commitment of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the aggregate amount of the Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (c) If any Increasing Lender is not exceed $500,000,000) by providing written notice a Lender prior to the Administrative Agentrelated Increase Effective Date, 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 Increasing Lender shall be obligated subject to approval by the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed) and such Increasing Lender, the Borrower and the Administrative Agent shall sign and deliver a joinder agreement (a “Joinder Agreement”), substantially in any way whatsoever form and substance as Exhibit L, pursuant to increase its Commitment, and any new which such Increasing Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes shall become a party to this Agreement. (d) The parties hereto agree that, 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or notwithstanding any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date provision of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderthis Agreement, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to any new Lenders and replacement Notes executed by the Borrower, payable such parties to any existing Lenders increasing their Commitments, cause an Increasing Lender to temporarily hold risk participations in the amount of such Lender’s Commitment at the time Revolving Loans of the effectiveness other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase increase) with a view toward minimizing breakage costs and transfers of funds in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to this the foregoing sentence), as a result of a non-pro-rata increase in the aggregate amount of the Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request3.12.

Increase of Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on after the Effective Date through to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and including the date 180 days prior subject to the Termination Date following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to request increases in each of the Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount of by which the Commitments are to be increased, which shall be at least $5 million, the requested date of increase (provided that after giving effect the “Requested Increase Date”) and the date by which the Lenders wishing to any increases participate in the Commitments pursuant Commitment Increase must commit to this Section, an increase in the aggregate amount of their respective Credit Commitments (the Commitments “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall not exceed $500,000,000) by providing give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, which notice (such consent not to be unreasonably withheld) to participate in any portion of the requested Commitment Increase; provided, however, that the Commitment of each such Eligible Assignee shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of not less than $50,000,000 and 1 million or an integral multiples multiple of $15,000,000 1 million in excess thereof. The Administrative AgentAny such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as subject to the selection of terms and conditions hereof, (x) the existing Lenders and/or other banks, financial institutions and other institutional lenders Commitment Schedule shall be deemed to be approached with respect amended to such increase and reflect the allocations increases contemplated hereby, (y) the Commitment of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No each Increasing Lender shall be obligated increased by an amount determined by the Administrative Agent and the Borrower (but in any way whatsoever no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (iv) If on the Requested Increase Date there are any new Lender becoming a party Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.22 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Agreement in connection with any such requested increase must Section 2.22 shall 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 effective unless: (i) as of the date of the relevant Notice of Increase and 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 relevant Requested Increase Date and after giving effect to the increase of Commitments) of any outstanding Revolving Loanssuch increase, 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 and be in existence on the effective date of such increase, continuing and (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party condition set forth in any Loan Document to which such Loan Party is a party Section 4.02(a) shall be true or correct on the effective date of such increase except required to be satisfied; (ii) to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) new Notes executed by after giving effect to such Commitment Increases, the Borrower, payable aggregate principal amount of all such Commitment Increases incurred since the Effective Date shall not exceed $100 million; and (iv) after giving effect to any new Lenders and replacement Notes executed by such Commitment Increase, the Borrower, payable Borrower shall be in pro forma compliance with the Financial Covenants for the most recently ended Reference Period for which financial statements have been (or were required to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant be) delivered to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may and the Borrower shall have delivered to the Administrative Agent reasonably requestdetailed calculations demonstrating such compliance.

Increase of Commitments. (a) The Borrower shall have the right at any time and may 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 (provided that after giving effect to any increases in the Commitments pursuant to this Sectionbut not more than five times), 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 so long 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 be in existence on the effective date of such increaseexists, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to request 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments by delivering a written request (an “Increase Request”) to the Administrative Agent and the Lenders; provided that the aggregate amount of all increases in the amount of the Commitments pursuant to this Section 2.142.3 shall not exceed $60,000,000. Any Increase Request shall specify (i) the date (the “Increase Response Date”) by which any Lender becoming or prospective Lender that is willing to increase its Commitment must respond to such request, (ii) the date (the “Increase Effective Date”) on which the requested increase is to become effective (which shall be at least five Business Days after the related Increase Response Date) and (iii) the amount of the requested increase (which shall be $10,000,000 or a party hereto higher integral multiple of $1,000,000). No Lender shall execute be obligated to increase its commitment pursuant to any Increase Request. (b) Not later than the Increase Response Date for an Increase Request, any Lender or prospective Lender that is willing to increase its Commitment in response to such documents Increase Request (an “Increasing Lender”) shall notify the Borrower and agreements as the Administrative Agent of the amount by which such Lender or prospective Lender is willing to increase its Commitment (which amount shall be an integral multiple of $1,000,000). On the first Business Day after the Increase Response Date, the Administrative Agent shall notify the Increasing Lenders of the amounts of their respective increases (it being understood that if the aggregate amount of increased Commitments offered pursuant to an Increase Request exceeds the amount requested, the Borrower, in consultation with the Administrative Agent, may reasonably request(subject to the limitation in clause (a) above) accept all or any portion of such excess offered Commitments and/or allocate the increases in the Commitments among the Increasing Lenders). On the applicable Increase Effective Date, the Commitment of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the aggregate amount of the Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (c) If any Increasing Lender is not a Lender prior to the related Increase Effective Date, such Increasing Lender shall be subject to approval by the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed) and such Increasing Lender, the Borrower and the Administrative Agent shall sign and deliver a joinder agreement (a “Joinder Agreement”), substantially in form and substance as Exhibit N, pursuant to which such Increasing Lender shall become a party to this Agreement. (d) From and after any Increase Effective Date, the Borrower and the Administrative Agent shall cooperate in making conversions of the Eurodollar Loans from one interest rate basis to another and in selecting Interest Periods to be applicable thereto in order, during a reasonable period following the Increase Effective Date, to make the Loans of the Lenders ratable (based on their respective Commitment Percentages after giving effect to the increased Commitments hereunder) in the various Tranches.

Increase of Commitments. The Borrower shall have the right at (i) 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 Conversion Date, the Company may request increases in that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) the Aggregate Commitment shall at no time exceed $300,000,000 minus the aggregate amount of the Commitments (provided that after giving effect to any increases all reductions in the Commitments Aggregate Commitment previously made pursuant to this Section, the aggregate amount of the Commitments shall not exceed $500,000,000Section 2.6.3; and (b) by providing written notice to the Administrative Agent, which notice each such request shall be irrevocable once given. Each such increase in the Commitments must be an aggregate a minimum amount of at least $50,000,000 25,000,000 and integral multiples increments of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender Such request shall be obligated made 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed written notice given to the Administrative Agent and the Lenders covering by the Company not less than twenty (20) Business Days prior to the proposed effective date of such matters as reasonably 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 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 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, Agent and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by Arranger shall have the Borrower, payable to any existing Lenders increasing their Commitmentsright, in consultation with the Company, to allocate the amount of such Lender’s increases necessary to meet the Company's Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the CommitmentsIncrease Notice. In connection with any increase in the aggregate event that the Lender Increase Notices are less than the amount of requested by the Commitments pursuant Company, not later than three (3) Business Days prior to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the proposed effective date the Company may notify the Administrative Agent may reasonably request.of any financial institution that shall have agreed

Increase of Commitments. The (a) After the Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower shall have the right at any time and may from time to time during time, request an increase in the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in Aggregate Commitments; provided that the aggregate amount of the Aggregate Commitments (provided that after giving effect to any increases pursuant to this Section 2.3 shall not exceed the Aggregate Commitments in effect on the date hereof plus $500,000,000. (b) Each increase in the Aggregate Commitments pursuant to this Section, Section 2.3(a) may be provided by the aggregate amount of Lenders or Eligible Assignees designated by the Commitments shall not exceed $500,000,000) by providing written notice Borrower that are willing to the Administrative Agent, which notice shall be irrevocable once given. Each provide such increase (together with any existing Lender participating in the Commitments must be any such increase, each, an aggregate minimum amount “Increasing Lender”) and to become Lenders pursuant to a joinder agreement substantially in form of $50,000,000 and integral multiples of $15,000,000 in excess thereof. The Administrative AgentExhibit J (a “Joinder Agreement”), in consultation with the Borrower, shall manage all aspects of the syndication of pursuant to which 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 Increasing 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 become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or if otherwise be deemed to be, a commitment on the part of any existing Lender agrees to increase its CommitmentCommitment hereunder. (c) If the Aggregate Commitments are increased in accordance with this Section 2.3, 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 and the account Borrower shall determine (i) the effective date (the “Increase Effective Date”) and (ii) the final allocation of such other Lenders, in same day funds, an amount equal increase and Schedule I attached hereto shall be automatically updated to reflect the sum of (A) same. The Administrative Agent shall promptly notify the portion Lenders of the outstanding principal amount final allocation of such Revolving Loans to be purchased by such Lender plus increase and the Increase Effective Date. (Bd) 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, As a condition precedent 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: increase, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, exist and (yii) the representations and warranties made or deemed made Borrower shall (1) deliver to the Administrative Agent (A) a Joinder Agreement executed by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on and the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderapplicable Lender(s), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member a certificate dated as of the Increase Effective Date (in sufficient copies for each applicable Lender) signed by a Responsible Officer (x) certifying and attaching the resolutions adopted by the Borrower approving or other necessary action taken by each Guarantor authorizing the guaranty of consenting to such increase; , and (iiy) an opinion certifying that, before and after giving effect to such increase no Default or Event of counsel Default exists, (2) (x) upon the reasonable request of any applicable Lender made at least 5 Business Days prior to the Increase Effective Date, provide to such Lender the documentation and other information so requested in order to comply with its obligations under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation deliver, to each Lender that so requests at least 5 Business Days prior to the Increase Effective Date, a Beneficial Ownership Certification, and (3) pay any fees to the applicable Persons. On the applicable Increase Effective Date, the Commitment of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the GuarantorsAggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (e) Any increase in the Aggregate Commitments shall be made on the same terms (including interest terms, payment terms and maturity terms), and addressed shall be subject to the same conditions as existing Commitments (it being understood that customary arrangement or commitment fees payable to one or more Arrangers or Increasing Lenders, as the case may be, may be different from those paid with respect to the Commitment of the Lenders on or prior to the Closing Date or with respect to any other Increasing Lender in connection with any other increase in the Aggregate Commitments pursuant to this Section 2.3). This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (f) The Administrative Agent and the Lenders covering such matters shall make Revolving Loans and/or repay Revolving Loans as reasonably requested by necessary to cause the outstanding Revolving Loans to reflect each Lender’s Commitment Percentage after giving effect to any increase pursuant to this Section 2.3; provided that the parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, and (iii) new Notes executed by the Borrower, payable each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to any new Lenders and replacement Notes executed by the Borrower, payable such parties to any existing Lenders increasing their Commitments, cause an Increasing Lender to temporarily hold risk participations in the amount of such Lender’s Commitment at the time Revolving Loans of the effectiveness other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase increase) with a view toward minimizing breakage costs and transfers of funds in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to this the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Term SOFR Loans and Alternative Currency Term Rate Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request3.12.

Increase of Commitments. The Borrower (a) At any time after the date hereof, provided that no Event of Default shall have occurred and be continuing, the right Company may request an increase of the Total Commitment by notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an amount not less than $25,000,000 nor more than $500,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, following any such increase, the Acquisition Loan Commitment shall not exceed the percentage of the Total Commitment in effect as of the Closing Date. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender, offer to any time existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicable. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and from time that elects to time during become a party to this Agreement with the period beginning Company and the Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Company and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitments, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c), (the “Re-Allocation Date”) shall be made pro rata based on their respective Floor Plan Loan Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the Effective last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date through there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and including the date 180 days prior interest on and repayments of such Loans will be paid thereon to the Termination Date respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to request increases the contrary in the aggregate amount of the Commitments this Section 5.18, (provided that i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increases increase in the Commitments pursuant to this SectionSection 5.18, the aggregate amount of the Commitments shall not exceed $500,000,0001,850,000,000. (g) by providing written notice The Company shall execute and deliver a Note or Notes 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 each New 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 be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, signing a Commitment Increase Agreement in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the said Persons’ Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Increase of Commitments. The Borrower shall have the right at (i) 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 Facility Termination Date to Date, the Company may request increases in that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) the Aggregate Commitment shall at no time exceed $350,000,000 minus the aggregate amount of the Commitments (provided that after giving effect to any increases all reductions in the Commitments Aggregate Commitment previously made pursuant to this SectionSection 2.6.2; 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 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 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 bear to the Aggregate Commitment. No Lender shall not exceed $500,000,000have 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 providing written which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent, Agent being herein a “Lender Increase Notice”). Any Lender which notice does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be irrevocable once given. Each such deemed to have denied any increase in its Commitment. In the event that the increases of Commitments must be an aggregate minimum set forth in the Lender Increase Notices exceed the amount of $50,000,000 and integral multiples of $15,000,000 requested by the Company in excess thereof. The the Commitment Increase Notice, the Administrative AgentAgent shall have the right, in consultation with the BorrowerCompany, 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 (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any financial institution that shall manage all aspects 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 consented to by the Administrative Agent (which consent shall not be unreasonably withheld). If the Company shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of 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 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 the proposed effective date of the syndication amount of such each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amounts shall be effective on the following Business Day. Any 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 Aggregate Commitment 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: (xA) no Default or Event the Company shall have obtained the consent thereto of Default each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in existence 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 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 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, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder 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. (ii) For purposes of this clause (ii), (yA) the representations term “Buying Lender(s)” shall mean (1) each Lender the Effective Commitment Amount of which is greater than its Commitment prior to the effective date of any increase in the Aggregate Commitment, and warranties made or deemed made by (2) each Proposed New Lender that is allocated an Effective Commitment Amount in connection with any Commitment Increase Notice and (b) the Borrower or any other Loan Party term “Selling Lender(s)” shall mean each Lender whose Commitment is not being increased from that in any Loan Document effect prior to which such Loan Party is a party shall be true or correct increase in the Aggregate Commitment. Effective on the effective date of any increase in the Aggregate Commitment pursuant to clause (i) above, each Selling Lender hereby sells, grants, assigns and conveys to each Buying Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in such increase except Selling Lender’s right, title and interest in and to its outstanding Loans in the extent that respective dollar amounts and percentages necessary so that, from and after such representations and warranties expressly relate solely to an earlier date sale, each such Selling Lender’s outstanding Loans shall equal such Selling Lender’s Pro Rata Share (in which case such representations and warranties shall have been true and accurate on and as of such earlier datecalculated based upon the Effective Commitment Amounts) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the followingoutstanding Loans. Effective on the effective date of the increase in the Aggregate Commitment pursuant to clause (i) above, each Buying Lender hereby purchases and accepts such grant, assignment and conveyance from the Selling Lenders. Each Buying Lender hereby agrees that its respective purchase price for the portion of the outstanding Loans purchased hereby shall equal the respective dollar amount necessary so that, from and after such payments, each Buying Lender’s outstanding Loans shall equal such Buying Lender’s Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the outstanding Loans. Such amount shall be payable on the effective date of the increase in form and substance satisfactory the Aggregate Commitment by wire transfer of immediately available funds to the Administrative Agent: (i) if not previously delivered to the . The Administrative Agent, copies certified in turn, shall wire transfer any such funds received to the Selling Lenders, in same day funds, for the sole account of the Selling Lenders. Each Selling Lender hereby represents and warrants to each Buying Lender that such Selling Lender owns the Loans being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Loans, except for participations which will be extinguished upon payment to Selling Lender of an amount equal to the portion of the outstanding Loans being sold by such Selling Lender. Each Buying Lender hereby acknowledges and agrees that, except for each Selling Lender’s representations and warranties contained in the Secretary foregoing sentence, each such Buying Lender has entered into its Commitment and Acceptance with respect to such increase on the basis of its own independent investigation and has not relied upon, and will not rely upon, any explicit or Assistant Secretary of (A) all corporateimplicit written or oral representation, partnership, member warranty or other necessary action taken by statement of the Borrower to authorize such increase and (B) all corporate, partnership, member Lenders or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents. The Borrowers hereby agree to compensate each Selling Lender for all losses, expenses and liabilities incurred by each Lender in connection with the Lenders covering such matters as reasonably requested by sale and assignment of any Loan hereunder on the Administrative Agent, terms and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase manner as set forth in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request3.4.

Increase of Commitments. The At any time, the Borrower shall have may request that the right at any time and from time to time during total Commitments for all the period beginning on Lenders (the Effective Date through and including "Aggregate Commitment") be increased; provided that, without the date 180 days prior to the Termination Date to request increases in the aggregate amount written consent of all of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this SectionLenders, the aggregate amount of the Commitments Aggregate Commitment shall not at no time exceed $500,000,000) by providing 175,000,000. Such request shall be made in a 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 given to the Administrative Agent for and the account Lenders by the Borrower not less than ten (10) Business Days prior to the proposed effective date of such other Lendersincrease, in same day funds, an which notice (a "Commitment Increase Notice") shall specify the amount equal to the sum of (A) the portion of the outstanding principal amount proposed increase in the Aggregate Commitment and the proposed effective date 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 Loansincrease. The Borrower may notify the Administrative Agent of any financial institution that shall pay 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 consented to by the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably withheld or delayed). The Administrative Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result proposed effective date of the prepayment amount of any such Revolving Loans. Effecting each Lender's and Proposed New Lenders' Commitment (the increase "Effective Commitment Amount") and the amount of the Commitments under this Section is 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: (xA) the Borrower shall have obtained the consent thereto of each Subsidiary 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 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 Default, (C) the Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall be have agreed to provide a "Commitment" in existence on the effective date support of such increaseincrease in the Aggregate Commitment shall have executed and delivered a "Commitment and Acceptance" substantially in the form of Exhibit C, (yD) counsel for the Borrower shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (E) the representations Borrower and warranties made the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or deemed made by that the Borrower or any other Loan Party Administrative Agent shall have reasonably requested in any Loan Document to which connection with such Loan Party is a party increase and (F) the Administrative Agent shall be true or correct have administered the reallocation of the Revolving Credit Exposures on the effective date of such increase except ratably among the Lenders (including new Lenders) after giving effect to such increase. The Borrower hereby agrees to compensate each Lender for all losses, expenses and liabilities incurred by such Lender in connection with the extent that such representations sale and warranties expressly relate solely 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 an earlier date (any increase 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 hereunderthe Aggregate Commitment, and (z) the Administrative Agent shall have received promptly advise the Borrower and each Lender of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty effective date of such increase; and (ii) an opinion . Upon the effective date of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Section 2.14Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestto increase its Commitment at any time.

Increase of Commitments. (a) The Borrower shall have the right at any time and option, without the consent of the Lenders, 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 cause one or more increases in the aggregate amount Aggregate Commitments by adding, subject to the prior approval of the Commitments Administrative Agent (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall such approval 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 banksunreasonably withheld), 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 Agreementone or more financial institutions as Lenders (collectively, the “New Lenders”) or if any existing Lender agrees by allowing one or more Lenders to increase its Commitmenttheir respective Commitments, 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 subject to the Lenders’ relative Commitments satisfaction of the following conditions: (i) prior to and after giving effect to the increase of Commitments) of any outstanding Revolving Loansincrease, 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 hereunder and be continuing; (ii) no such increase shall cause the aggregate increases in existence on Commitments pursuant to this Section 2.18 to exceed $100,000,000; (iii) no Lender’s Commitment shall be increased without such Lender’s consent; (iv) no more than three requests may be made for increases in Commitments pursuant to this Section 2.18; and (v) such increase shall be evidenced by an incremental commitment agreement in form and substance reasonably acceptable to the effective date Administrative Agent and executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase, (y) increase in the representations Aggregate Commitments and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified this Section by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase execution and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed delivery to the Administrative Agent of the applicable incremental commitment agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the Lenders covering such matters as reasonably requested by extent necessary to keep the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount outstanding Loans of each Lender ratable with such Lender’s Commitment at the time of the effectiveness of the applicable revised Applicable Percentage after giving effect to any nonratable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Aggregate Commitments pursuant to under this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestSection.

Increase of Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on after the Effective Date through to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and including the date 180 days prior subject to the Termination Date following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to request increases in each of the Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount of by which the Commitments are to be increased (provided that after giving effect to any increases in the Commitments pursuant to this Section“Requested Increase Amount”), the aggregate amount of the Commitments which shall be at least $5 million and shall not exceed $500,000,000the Maximum Incremental Facilities Amount, the requested date of increase (the “Requested Increase Date”) and the date by providing which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in Agent on or prior to 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 Commitment Date 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 amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, and any new Lender becoming a party the Administrative Agent shall notify the Borrower as to this Agreement the amount, if any, by which the Lenders are willing to participate in connection with any such the requested increase Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the requested Commitment Increase; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of not less than $1 million or an integral multiple of $1 million in excess thereof (or equal to the total remaining capacity under the Maximum Incremental Facilities Amount). Any such Eligible Assignee. If Assignee that agrees to acquire a new Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall be deemed to be amended to reflect the increases contemplated hereby, (y) the Commitment of each Increasing Lender becomes a party to this Agreement, or if any existing shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender agrees is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (iv) If on the date it becomes a Lender hereunder Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (or increases its Commitmentincluding, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Requested Increase Date, the case ratable share of an existing each Lender) (’s participation in Letters of Credit and as a condition thereto) purchase Loans from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and draws under Letters of Credit shall be calculated after giving effect to the increase of Commitmentseach such Commitment Increase. (b) of any outstanding Revolving Loans, by making available Anything in this Section 2.23 to the Administrative Agent for contrary notwithstanding, no increase in the account of such other Lenders, in same day funds, an amount equal aggregate Commitments hereunder pursuant to the sum of this Section 2.23 shall be effective unless: (Ai) the portion as 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 relevant Notice of such Revolving Loans. The Borrower shall pay to Increase and on the Lenders amounts payable, if any, relevant Requested Increase Date and immediately after giving effect 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: increase, (x) no Default or Event of Default shall have occurred and be in existence on the effective date of such increase, continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; provided that to the extent the proceeds of any Requested Increase Amount are intended to be applied to finance a Limited Condition Acquisition, if agreed to by the Increasing Lenders or the Additional Lenders providing such Requested Increase Amount, (x) the only representations and warranties that will be required to be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the applicable closing date for such Requested Increase Amount shall be (A) customary “specified representations” with respect to the applicable acquired company or business and (B) such of the representations and warranties made by or deemed made by on behalf of the Borrower applicable acquired company or any other Loan Party business in any Loan Document the applicable acquisition agreement as are material to which such Loan Party is a party shall be true the interests of the Increasing Lenders or correct on the effective date of such increase except Additional Lenders, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such acquisition as a result of a breach of such representations and or 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 hereunderacquisition agreement, and (zy) the Administrative Agent only condition with respect to absence of a Default or Event of Default shall have received each be the absence of a Default or Event of Default at the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize time such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and acquisition agreement is entered into; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) new Notes executed subject to Section 1.08, after giving effect to such Commitment Increases, the principal aggregate amount of all such Commitment Increases incurred or issued since the Effective Date, together with any Incremental Term Loan Facilities incurred or issued since the Effective Date, shall not exceed the then Maximum Incremental Facilities Amount; (iv) subject to Section 1.08, after giving effect to any such Commitment Increase, the Loan Parties shall be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance; and (v) except as otherwise specifically set forth herein or as may otherwise be agreed by the BorrowerAdministrative Agent, payable all of the other terms and conditions applicable to such Commitment Increase shall be identical to the terms and conditions applicable to the Revolving Credit Loans (other than with respect to any new Lenders and replacement Notes executed upfront fees, which may be as agreed by the BorrowerBorrower and the Lenders providing such Commitment Increase). For the avoidance of doubt, payable any loans under any Commitment Increase shall be treated ratably in terms of right to any existing Lenders increasing their Commitments, in payment and prepayment with loans under the amount of such Lender’s Commitment at the time of Revolving Credit Loans and/or Commitments outstanding prior to the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestCommitment Increase.

Increase of Commitments. The 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 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 (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall may not exceed $500,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once givengiven 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 $50,000,000 25,000,000 and integral multiples of $15,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever required to increase its Commitment, 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 (as 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 LendersLenders 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 4.45.4. as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties 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 shall be is not (or would not be) true or correct on the effective date of such increase and after giving effect thereto (except to the extent that such for representations and or warranties which 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 following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestrequest 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 5 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.