Common use of Increase Option Clause in Contracts

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable Facility, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,0001,200,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable Facility, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000100,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Borrower, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.26. Increases and new Revolving Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.18 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of term loans (each an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to in the existing Aggregate Total Commitment) Revolving Commitments and all such Incremental Term Loans does not exceed $1,000,000,000940,000,000; provided, however, that after the extension of the 2020 Incremental Term Loans, such amount automatically shall be reduced to $640,000,000. The Borrower Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), agreeing to increase their existing Revolving Commitments, participate in Incremental Term Loans, or provide extend new Revolving Commitments, as the case may be; provided provided, that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease in Revolving Commitments or any Incremental Term Loans) shall be required for any increase in Revolving Commitments or Incremental Term Loans pursuant to this Section 2.242.25. For the avoidance of doubt, no Lender shall be under any obligation to become an Increasing Lender and any such decision whether to increase its Revolving Commitment or make an Incremental Term Loan shall be in such Lender’s sole and absolute discretion. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loan, (A) the conditions set forth in paragraphs (ai) and (bii) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the each Borrower and (2B) the Borrowers shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.25 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the CommitmentsRevolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) for any increase in the Borrower Revolving Commitments, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.8). 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 Borrowers pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date), other than any 2020 Incremental Term Loans and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently from the Revolving Loans, Term Loans and from previously issued Incremental Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.25. On the effective date of the issuance of the Incremental Term Loans, each Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrowers, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section shall supersede any provisions in Section 8.3 or 11.2 to the contrary.

Increase Option. Subject to (a) Seller shall have the prior written consent of option (the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate“Increase Option”) elect to increase the Aggregate Revolving Commitment and/or Maximum Amount by the Aggregate Term CommitmentIncrease Option Amount, which consent may be granted or denied in each case in integral multiples Buyer’s sole discretion. The Increase Option, if Seller elects to request same, shall be exercised by delivery to Buyer from Seller of $5,000,000 written notice requesting an increase of the Maximum Amount, no earlier than sixty (but not less 60) days and no later than $25,000,000thirty (30) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added days prior to the existing Aggregate Total Commitment) does not exceed $1,000,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentproposed effective date of the Increase Option, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as which effective date of the case may be; provided that (i) each Augmenting Lender and each Increasing Lender Increase Option shall be no later than the Initial Maturity Date. (b) Following the receipt of notice in the manner set forth herein, Buyer may grant such Increase Option, subject to the approval of the Borrower and the Administrative Agentrequirement that, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable Facility, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist notice and as of the Types effective date of Loansthe exercise of the Increase Option, with related Interest Periods if applicableeach of the following conditions (collectively, specified in a notice delivered the “Increase Option Conditions”) are satisfied, as determined by the BorrowerBuyer: (i) no Default or Event of Default has occurred and is continuing, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) no Margin Deficit is outstanding, (iii) Seller is in compliance with the Debt Yield Test, (iv) all Purchased Assets qualify as Eligible Assets (or, if any Purchased Asset is not an Eligible Asset, Seller has repurchased such Purchased Asset no later than the earlier of (x) the then-current Maturity Date, or (y) three (3) Business Days after the delivery of notice thereof from Buyer, provided that the failure of Buyer to deliver such written notice shall not be construed as a waiver of Buyer’s right to require Seller to satisfy all of the immediately preceding sentence shall be accompanied by payment of all accrued interest on Increase Option Conditions), and (v) Seller has paid to Buyer the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timeapplicable Structuring Fee.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, 25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “"Increasing Lender”"), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “"Augmenting Lender”"), to increase their existing Commitments, Commitments or provide new Commitments, as the case may bebe but in each case on the same terms and conditions as the existing Commitments; provided that (i) each Augmenting Lender and each Increasing Lender Lender, shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Issuing Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and the Swingline Lenders and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Aggregate Commitments pursuant to this Section 2.242.20. Increases and new Commitments created pursuant to this Section 2.24 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (2ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable(ii) each relevant Increasing Lender and Augmenting Lender will automatically and without further act be deemed to have assumed, and each existing Lender will be deemed to have assigned, a portion of participations hereunder in LC Exposure and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding Revolving Credit Exposure of each Lender (iiincluding each Augmenting Lender and each Increasing Lender) will equal each such Lender’s Applicable Percentage and (iii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.03). 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 3.4 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject The Borrower may, by written notice to the prior written consent of the Administrative Agent (not to be unreasonably withheld)Agent, the Borrower may from time to time (but in no event more than 3 times in prior to the aggregate) Revolving Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments in an amount equal to $5,000,000, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upona whole multiple thereof, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does Revolving Commitments would not exceed $1,000,000,000350,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or and/or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, an financial institution or other entity, a “Augmenting New Lender”), to increase increasing their existing Commitments, Revolving Commitments or provide new extending Revolving Commitments, as the case may be; provided provided, that (i) the amount of increased Revolving Commitment of each Augmenting Increasing Lender and each Increasing New Lender shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuing Lender and the Swingline Lender and (ii) (xii)(A) in the case of an Increasing Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Increasing Lender execute shall have executed an agreement substantially in the form of Exhibit G hereto, Increasing Lender Agreement and (yB) in the case of an Augmenting a New Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Augmenting New Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any have executed a New Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion)Agreement. No consent of any Lender (other than the Administrative Agent and the Lenders participating in the such increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.22(a). Increases in and new Revolving Commitments created pursuant to this Section 2.24 2.22(a) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting New Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (v) no Default, Event of Default or Trigger Event shall have occurred and be continuing or would result after giving effect to such increase, (w) the conditions set forth in paragraphs (a) and (b) of Section 4.2 Debt Yield shall be satisfied equal to or in excess of 12.0% (or waived by the Required Lenderson a pro forma basis taking into account such increase) before and after giving effect to such increase and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower showing compliance with such requirement in form and substance reasonably acceptable to the Administrative Agent, (x) the Borrower shall have paid all fees and other amounts (including, without limitation, pursuant to Section 10.5) due and payable by the Borrower in connection with such increase, (y) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as the date of such increase, before and after giving effect to such increase, as if made on and as of such date, and (2z) the Administrative Agent shall have received (1) documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower Loan Parties to borrow hereunder after giving effect to such increaseenter into the Increasing Lender Agreement and/or New Lender Agreement, as well applicable, and to continue perform their obligations under the Loan Documents and (2) the Borrower shall have delivered or caused to be delivered customary legal opinions as such documents as reasonably requested by the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance in connection with the financial covenants set forth in Section 6.19)any such transaction. On the effective date of any such increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting New Lender shall make available to the Administrative Agent Agent, for the benefit of the other Lenders, such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, determine 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Revolving Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8)2.2) and (iii) the participations in outstanding Letters of Credit and Swingline Loans shall be adjusted to reflect the then-applicable Revolving Percentage of each of the Lenders. The Borrower shall, in connection with any deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of sentence, (1) pay all accrued unpaid interest on the amount deemed prepaid and, and (2) in respect of each Eurocurrency Eurodollar Loan, shall be subject to pay all breakage indemnification by the Borrower amounts pursuant to the provisions of Section 3.4 2.19 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.22(a). shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00050,000,000. The Borrower Borrowers may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower and Borrowers, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by and each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G H hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H I hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.17. Increases and new Commitments created pursuant to this Section 2.24 2.17 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a), (b) and (bc) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Borrowers and (2B) the Borrowers shall be in pro forma compliance with the covenants contained in Section 7.11 for the previous four-quarter period for which financial statements have been delivered and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Aggregate 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Aggregate Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrower Agent, in accordance with the requirements of Section 2.82.02). 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, (x) in respect of each Eurocurrency Rate Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 3.4 3.06 and (y) in respect of each Bankers’ Acceptance (or BA Equivalent Note), shall be Cash Collateralized by the Borrowers in accordance with the provisions of Section 2.04(a), in each case, if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower 6.12.1 The Company may from time to time (but in no event more than 3 times request an increase in the aggregate) elect to increase the Aggregate New Vehicle Floorplan Commitment, Aggregate Used Vehicle Floorplan Commitment and/or Aggregate Revolving Commitment and/or the Aggregate Term Loan Commitment, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000.00 or such lower amount as is agreed to between the Borrower Company and the Administrative Agent agree uponAgent, so long as, after giving effect thereto, (a) the aggregate amount of all such increases (when added including any increases prior to the existing Aggregate Total Commitmentdate of the requested increase) does not exceed $1,000,000,000. 150,000,000.00, (b) the Aggregate Commitment does not exceed $800,000,000.00, (c) the Aggregate Revolving Loan Commitment does not exceed $100,000,000.00, and (d) the Aggregate Used Vehicle Floorplan Commitment is not more than 20% of the sum of the Aggregate New Vehicle Floorplan Commitment plus the Aggregate Used Vehicle Floorplan Commitment 6.12.2 The Borrower Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Additional Lender”), to which Lender or Lenders shall increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (ia) each Augmenting Additional Lender and each Increasing Lender and the amount of the increase of each Additional Lender and Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (iib) (xi) in the case of an Increasing Lender, the Borrower Agent, Borrowers and such Increasing Lender shall execute an agreement Increasing Lender Agreement substantially in the form of Exhibit G Q hereto, and (yii) in the case of an Augmenting Additional Lender, the Borrower Agent, Borrowers and such Augmenting Additional Lender shall execute an agreement Additional Lender Agreement substantially in the form of Exhibit H P hereto. In no event , and (c) the applicable Borrower or Borrowers, Increasing Lender, Additional Lender and any other Loan Party shall any Lender become an Increasing Lender each deliver to Agent such other documents or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). amendments to existing Loan Documents as Agent reasonably deems necessary. 6.12.3 No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.246.12. Increases and new Commitments created pursuant to this Section 2.24 6.12 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Additional Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments Aggregate New Vehicle Floorplan Commitment, Aggregate Used Vehicle Floorplan Commitment and/or Aggregate Revolving Loan Commitment (or in any the Commitment of any Lender) shall become effective under this paragraph unless, unless (1a) on the proposed effective date of the effectiveness of such increase, (i) no Default has occurred and is continuing or will exist after giving effect to the conditions increase and any Credit Extensions to be made on the effective date, (ii) all representations and warranties in this Agreement are true and correct in all material respects as of the effective date, (iii) the Company and its Subsidiaries will be in compliance (on a pro forma basis reasonably acceptable to the Agent) with the financial covenants in Section 11.1 after giving effect to the increase, and (iv) Agent has received a certificate with respect to the matters set forth in paragraphs the foregoing clauses (aa)(i) (ii) and (iii) dated the effective date and executed by the Company’s chief financial officer or other officer acceptable to Agent, together with such supporting documentation as Agent requires; and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and Agent has received such documents as it requires to evidence the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower Borrowers to borrow and the Guarantors to guaranty hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). . 6.12.4 On the effective date of any increase in the CommitmentsAggregate New Vehicle Floorplan Commitment, Aggregate Used Vehicle Floorplan Commitment and/or Aggregate Revolving Loan Commitment, (ia) each relevant Increasing Lender and Augmenting Additional 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 holding Commitments in the applicable FacilityLenders, 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 New Vehicle Floorplan Loans, Used Vehicle Floorplan Loans and Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its applicable Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (iib) the Borrower Borrowers shall be deemed to have repaid make such other payments and reborrowed all outstanding Loans under each Facility adjustments as of Agent reasonably deems necessary in connection with the date of any increase changes in the Commitments under such Facility (with such reborrowing to consist and Pro Rata Shares of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timeLenders.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000400,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.20 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, including customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.20 through the financial covenants set forth in Section 6.19Facility Termination Date). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time. This Section shall supersede any provision in Section 8.3 to the contrary.

Increase Option. Subject to As set forth in the prior written definition of “Revolving Commitment”, the aggregate amount of the Revolving Commitments as of the Closing Date is $100,000,000. The Company may with the consent of the Administrative Agent in its sole discretion (not which consent may, for the avoidance of doubt, be conditioned upon the effectiveness of an amendment or modification to be unreasonably withheld), one or more of the Borrower may Credit Documents) from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or Commitment. Each existing Lender (if any) shall have the Aggregate Term Commitmentright to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.24(a) (each such consenting Lender, in each case in integral multiples an “Increasing Lender”). If one or more of $5,000,000 (but not less than $25,000,000) the Lenders fail to consent or such lower amount as collectively fail to commit to fund the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate full amount of such increases (when added to increase, the existing Aggregate Total Commitment) does not exceed $1,000,000,000. The Borrower Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentnew banks, an “Increasing Lender”), financial institutions or by one or more new Eligible Assignees other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (Agent in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders any Lender participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section. Increased and new Revolving Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 2.24(a) shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Lender hereunder. Each Joinder Agreement shall also set forth any other applicable terms of the Revolving Commitments being provided thereby, including without limitation the Applicable Advance Rate (which shall be identical among all Lenders), other than pricing terms described in the Undertakings Agreement. The Administrative Agent shall notify each Lender thereofof each increase in Revolving Commitments made pursuant to this Section 2.24. Notwithstanding the foregoing, no increase in the Commitments Revolving Commitment, (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) if on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) an Event of Default has occurred and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)is continuing. On the effective date of any increase in the CommitmentsRevolving Commitment, (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 determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of paying such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time elect (but in no event more than 3 times in the aggregate) elect twice), to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in an integral multiples multiple of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases increase (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000300,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, Administrative Agent and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) all new or increased Commitments pursuant to this Section 2.25 shall be provided to Borrower on the same terms as are applicable with respect to the existing Commitments under this Agreement, and (xiii) (y) in the case of an Increasing Lender, the Borrower and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G I hereto, and (yz) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H J hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Borrower, and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (iaa) 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (iibb) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (iibb) of the immediately preceding sentence above 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to As set forth in the prior written definition of “Class B Revolving Commitment”, the aggregate amount of the Class B Revolving Commitments as of the Amendment Effective Date is $0. The Company may, with the consent of the Administrative Agent in its sole discretion (not which consent may, for avoidance of doubt, be conditioned upon the effectiveness of an amendment or modification to be unreasonably withheldone or more Credit Documents), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Class B Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of all such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,0009,375,000. The Borrower Each existing Class B Revolving Lender (if any) shall have the right to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.24 (each such consenting Lender, an “Increasing Lender”). If one or more of the Class B Revolving Lenders fail to consent or collectively fail to commit to fund the full amount of such increase, the Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentnew banks, an “Increasing Lender”), financial institutions or by one or more new Eligible Assignees other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (Agent in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders any Class B Revolving Lender participating in the increase) shall be required for any increase in Class B Revolving Commitments pursuant to this Section 2.24Section. Increases Increased and new Class B Revolving Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Class B Revolving Lender hereunder. Each Joinder Agreement shall also set forth any other applicable terms of the Class B Revolving Commitments being provided thereby, including without limitation the Applicable Class B Advance Rate (which shall be identical among all Class B Revolving Lenders), other than pricing terms described in a separate Fee Letter. The Administrative Agent shall notify each Lender thereofClass A Revolving Lender, and the Company shall notify each Class B Revolving Lender, of each increase in Class B Revolving Commitments made pursuant to this Section 2.24. Notwithstanding the foregoing, no increase in the Commitments Revolving Commitment, (or in any the Class B Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) if on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) an Event of Default has occurred and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)is continuing. On the effective date of any increase in the CommitmentsRevolving Commitment, (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 determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityClass B Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of paying such amounts to make payments to such other Class B Revolving Lenders, each Class B Revolving Lender’s portion of the outstanding Class B Revolving Loans and outstanding Term Loans, as applicable, of all the Class B Revolving Lenders to equal its Pro Rata Share of such outstanding Class B Revolving Loans and outstanding Term Loans. For so long as Class B Revolving Commitments are $0, all provisions in this Agreement (other than this Section 2.24) relating to Class B Revolving Commitments, Class B Revolving Loans, as applicable, Class B Revolving Lenders and (ii) the Borrower related matters shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timewithout effect.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, 25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000350,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, Commitments or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.17. Increases and new Commitments created pursuant to this Section 2.24 2.17 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and paragraph (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (2ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.03). 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 Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 2.13 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.17 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timetime and no Lender shall be obligated to participate in any such increase contemplated by this Section 2.17.

Increase Option. Subject (a) The Borrower shall have the right up to six months prior to the prior written latest Maturity Date, by notice to the Administrative Agent, to effectuate on one or more occasions, additional Extended Advances under this Agreement (such right to increase, the "Increase Option") by adding to this Agreement one or more commercial banks or financial institutions (who shall, upon completion of the requirements of this Section 2.14 constitute "Lenders" hereunder) (an "Added Lender"), or by allowing one or more Lenders in their sole discretion to make additional Advances hereunder or convert their respective Non-Extended Advances hereunder into Extended Advances (each an "Increasing Lender"); provided that (x) no additional Advance on any occasion shall be less than $10,000,000, (y) no additional Advances pursuant to this Section 2.14 shall result in aggregate Advances exceeding $1,350,000,000, and (z) no Lender shall be required to convert or make any additional Advances under this Section 2.14 without the consent of such Lender. The Borrower shall deliver to the Administrative Agent on or before the applicable Increase Option Date each of the following items with respect to each Added Lender and Increasing Lender: (not to be unreasonably withheld), i) a written notice of the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect Borrower's intention to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of Extended Advances pursuant to this Section 2.14, which shall specify each Added Lender and the amount of such increases Added Lender's Advance (when added to if any), each Increasing Lender and the existing Aggregate Total Commitmentamount of the additional and converted Advances of such Increasing Lender (if any), and such other information as is reasonably requested by the Administrative Agent; (i) does not exceed $1,000,000,000. The Borrower may arrange for any such increase to be provided documents in the form of Exhibit E or Exhibit F, as applicable, executed and delivered by one or more Lenders (each Added Lender so agreeing to an increase in its Commitment, an “and each Increasing Lender”), pursuant to which such Lender becomes a party hereto, converts an Advance or by one or more new Eligible Assignees (each such new Eligible Assignee, makes an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitmentsadditional Advance, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in if requested by the applicable Lender, Notes or replacement Notes, as the case of an Increasing Lendermay be, the Borrower executed and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed delivered by the Borrower. Upon receipt of any notice referred to in clause (a)(i) above, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall promptly notify each Lender thereof. Notwithstanding Upon execution and delivery of such documents (the foregoing"Increase Option Date"), no such new Lender shall constitute a "Lender" hereunder with an Advance as specified therein, or such Increasing Lender's Advance shall increase in the Commitments (or in any Commitment of any Lenderbe converted) shall become effective under this paragraph unlessas specified therein, (1) on as the proposed date of case may be. Immediately upon the effectiveness of the addition of such increaseAdded Lender or the increase in (or conversion of) the Advance of such Increasing Lender under this Section 2.14, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer respective Ratable Shares of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 applicable Lenders holding Commitments in the applicable Facility, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed modified as appropriate to have repaid and reborrowed all outstanding Loans under each Facility as correspond to such changed aggregate Advances. The Borrower shall borrow up to the full amount of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, additional Advances in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest 2.2 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timeIncrease Option Date.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon), no more than two (2) times during the term of this Agreement, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00025,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, Commitments or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.4. Increases and new Commitments created pursuant to this Section 2.24 2.4 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (ai) and (bii) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect for the Borrower dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.19 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice signed by an Authorized Officer and delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or Commitments or the Aggregate Term CommitmentDraw Loan Commitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 5,000,000.00 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00050,000,000.00. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment or Draw Loan Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments or Draw Loan Commitments, or provide new extend Revolving Commitments or Draw Loan Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments or Draw Loan Commitments pursuant to this Section 2.242.26. Increases and new Revolving Commitments and Draw Loan Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments or Draw Loan Commitments (or in any the Revolving Commitment or Draw Loan Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.21, and (2C) no Default or Event of Default exists or would result therefrom, and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.21 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Revolving Commitments or Draw Loan 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term or Draw Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term or Draw Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility or Draw Loans, as applicable, as of the date of any increase in the Revolving Commitments under such Facility or Draw Loan Commitments, as applicable (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.26 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder or Draw Loan Commitment hereunder, at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does Commitments do not exceed $1,000,000,000400,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (ia) each Augmenting Lender and each Increasing Lender shall shall, to the extent consent would be required for an assignment of such Commitments or such Loans to such Augmenting Lender or Increasing Lender pursuant to Section 12.3, be subject to the approval of the Borrower and Borrower, the Administrative AgentAgent and/or the LC Issuers, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank delayed or approved by each LC Issuer, such approval not to be unreasonably withheldconditioned, and (iib) (xi) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (yii) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1A) on the proposed date of the effectiveness of of, and after giving effect to, such increase, (x) the conditions set forth in paragraphs (a), (b) and (bc) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer Signatory of the Borrower and (2y) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.16 and (B) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate limited partnership power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with updated financial projections, reasonably acceptable to the financial covenants set forth in Section 6.19Administrative Agent). On the effective date of any increase in the CommitmentsCommitments being made, (i1) each relevant Increasing Lender and Augmenting Lender providing a Commitment 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii2) unless the balancing in clause (1) can be made with Revolving Loans only from the applicable Increasing Lenders and Augmenting Lenders, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii2) of the immediately preceding sentence shall be accompanied accompanied, in respect of Eurodollar Loans, by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, and shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.24 any Lender becoming a party hereto shall (A) execute such documents and agreements as the Administrative Agent may reasonably request and (B) 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. This Section shall supersede any provision in Section 8.3 to the contrary.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time elect (but in no event more than 3 times in the aggregate) elect once), to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in an integral multiples multiple of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases increase (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000200,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, Administrative Agent and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (xy) in the case of an Increasing Lender, the Borrower and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G I hereto, and (yz) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H J hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Borrower, and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (iaa) 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (iibb) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (iibb) of the immediately preceding sentence above 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.” (ii) Exhibits I and J attached hereto are inserted into the Credit Agreement, respectively, as new Exhibits I and J.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00050,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.22. Increases and new Revolving Commitments created pursuant to this Section 2.24 2.22 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.31 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Restatement Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.31 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.6). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.22 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, at any time. This Section shall supersede any provision in Section 8.3 to the contrary.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00075,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, Commitment an “Increasing Lender”), or and/or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, Commitments or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuers, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank conditioned or approved by each LC Issuer, such approval not to be unreasonably withhelddelayed, and (ii) (xii)(x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.23. Increases and new Commitments created pursuant to this Section 2.24 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required relevant Increasing Lenders and/or Augmenting Lenders) , and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis) with the financial covenants set forth in Section 6.18 and (ii) the Administrative Agent shall have received such other documents consistent with those delivered on and legal opinions as the Effective Date Administrative Agent may reasonably request as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.23 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time. Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on any effective date of any increase in the Commitments, this Agreement may be amended to the extent (but only to the extent) necessary to reflect the increased Commitments evidenced thereby. Any such amendment may be effected in writing by the Administrative Agent with the consent of the Borrower (not to be unreasonably withheld) and furnished to the other parties hereto. This Section 2.23 shall supersede any provision in Section 8.3 to the contrary.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of term loans (each an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,00050,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentCommitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or and/or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or to participate in such Incremental Term Loans, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and Borrower, the Administrative AgentAgent and, except in the case of Incremental Term Loans, the LC Issuers, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank conditioned or approved by each LC Issuer, such approval not to be unreasonably withhelddelayed, and (ii) (xii)(x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loans pursuant to this Section 2.242.23. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required relevant Increasing Lenders and/or Augmenting Lenders) , and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.18 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.23. On the effective date of the issuance of the Incremental Term Loans, each Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.23 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section 2.23 shall supersede any provision in Section 8.3 to the contrary.

Increase Option. Subject (a) The Borrower shall have the right following the Effective Date but prior to the prior written consent occurrence of a Downgrade, by notice to the Administrative Agent, to effectuate on a single occasion, additional Advances under this Agreement (such right to increase, the “Increase Option”) by adding to this Agreement one or more commercial banks or financial institutions (who shall, upon completion of the Administrative Agent requirements of this Section 2.14 constitute “Lenders” hereunder) (not to be unreasonably withheldan “Added Lender”), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000. The Borrower may arrange for any such increase to be provided by allowing one or more Lenders in their sole discretion to make additional Advances hereunder (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”); provided that (x) no additional Advance on any occasion shall be less than $10,000,000, (y) no additional Advances pursuant to this Section 2.17 shall result in aggregate Advances exceeding $2,350,000,000, and (z) no Lender shall be required to make any additional Advances under this Section 2.17 without the consent of such Lender. The Borrower shall deliver to the Administrative Agent on or by one or more new Eligible Assignees before the applicable Increase Option Date each of the following items: (i) with respect to each Added Lender and Increasing Lender: (A) a written notice of the Borrower’s intention to borrow the aggregate amount of Advances pursuant to this Section 2.17, which shall specify each Added Lender and the amount of such new Eligible Assignee, an “Augmenting Added Lender”’s Advance (if any), each Increasing Lender and the amount of the additional Advance of such Increasing Lender’s Advance (if any), and such other information as is reasonably requested by the Administrative Agent; (B) documents in the form of Exhibit E or Exhibit F, as applicable, executed and delivered by each Added Lender and each Increasing Lender, pursuant to increase their existing Commitments, which such Lender becomes a party hereto or provide new Commitmentsmakes an additional Advance, as the case may be; provided that and (iC) each Augmenting Lender if requested by the applicable Lender, Notes or replacement Notes, as the case may be, executed and each Increasing Lender shall be subject to delivered by the approval Borrower; and (ii) a certificate of a senior officer of the Borrower and certifying that, as of the Administrative Agent, in each case not Increase Option Date (immediately prior to the funding of the Advances to be unreasonably withheldmade on such date), and, with respect there shall have been no communication to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent public announcement of any Lender kind from S&P and Mxxxx’x that the Senior Debt Rating has been subject to a Downgrade. (other than the Administrative Agent and the Lenders participating b) Upon receipt of any notice referred to in the increaseclause (a)(i) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrowerabove, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall promptly notify each Lender thereof. Notwithstanding Upon execution and delivery of such documents (the foregoing“Increase Option Date”), no such new Lender shall constitute a “Lender” hereunder with an Advance as specified therein, or such Increasing Lender’s Advance shall increase as specified therein, as the case may be. Immediately upon the effectiveness of the addition of such Added Lender or the increase in the Commitments (or in any Commitment Advance of any Lender) shall become effective such Increasing Lender under this paragraph unlessSection 2.17, (1) on the proposed date respective Ratable Shares of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 Lenders shall be satisfied (deemed modified as appropriate to correspond to such changed aggregate Advances. The Advances of each Added Lender and Increasing Lender shall constitute Advances constitute either additional LIBO Rate Advances or waived additional Base Rate Advances, as the case may be, of the same class and having the same initial Interest Period, as the Advances made by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered initial Lenders on the Effective Date as Date; provided that interest shall accrue on the Advances of each Added Lender and Increasing Lender from the applicable Increase Option Date. (c) The Borrower shall borrow up to the corporate power and authority full amount of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable Facility, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, additional Advances in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest 2.2 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timeIncrease Option Date.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000700,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Five-Year Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of additional Term CommitmentLoans (each an “Incremental Term Loan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,000400,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Five-Year Revolving Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing CommitmentsFive-Year Revolving Commitment, or provide new to participate in such Incremental Term Loans, or extend Five-Year Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Commitments Five-Year Revolving Commitment or Incremental Term Loans pursuant to this Section 2.242.25. Increases and new Five-Year Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments Five-Year Revolving Commitment (or in any Commitment of any Five-Year Revolving Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.4 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.4 through the financial covenants set forth in Section 6.192021 Term Loan Maturity Date). On the effective date of any increase in the CommitmentsFive-Year Revolving Commitment or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Five-Year Term Loan Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Five-Year Revolving Loan Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Five-Year Revolving Loan Termination Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.25. On the effective date of the issuance of the Incremental Term Loans, each Term Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section 2.25 shall supersede any provision in Section 8.3 to the contrary.

Increase Option. Subject (a) The Borrower shall have the right up to six months prior to the prior written latest Maturity Date, by notice to the Administrative Agent, to effectuate on one or more occasions, additional Extended Advances under this Agreement (such right to increase, the "Increase Option") by adding to this Agreement one or more commercial banks or financial institutions (who shall, upon completion of the requirements of this Section 2.14 constitute "Lenders" hereunder) (an "Added Lender"), or by allowing one or more Lenders in their sole discretion to make additional Advances hereunder or convert their respective Non-Extended Advances hereunder into Extended Advances (each an "Increasing Lender"); provided that (x) no additional Advance on any occasion shall be less than $10,000,000, (y) no additional Advances 5128 WEIL:\98779117\5\64945.0060WEIL:\98789202\5\64945.0060 2216363.01-NYCSR03A - MSW pursuant to this Section 2.14 shall result in aggregate Advances exceeding $1,350,000,000, and (z) no Lender shall be required to convert or make any additional Advances under this Section 2.14 without the consent of such Lender. The Borrower shall deliver to the Administrative Agent on or before the applicable Increase Option Date each of the following items with respect to each Added Lender and Increasing Lender: (not to be unreasonably withheld), i) a written notice of the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect Borrower's intention to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of Extended Advances pursuant to this Section 2.14, which shall specify each Added Lender and the amount of such increases Added Lender's Advance (when added to if any), each Increasing Lender and the existing Aggregate Total Commitmentamount of the additional and converted Advances of such Increasing Lender (if any), and such other information as is reasonably requested by the Administrative Agent; (ii) does not exceed $1,000,000,000. The Borrower may arrange for any such increase to be provided documents in the form of Exhibit E or Exhibit F, as applicable, executed and delivered by one or more Lenders (each Added Lender so agreeing to an increase in its Commitment, an “and each Increasing Lender”), pursuant to which such Lender becomes a party hereto, converts an Advance or by one or more new Eligible Assignees (each such new Eligible Assignee, makes an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitmentsadditional Advance, as the case may be; provided that and (iiii) each Augmenting Lender and each Increasing Lender shall be subject to if requested by the approval of the Borrower and the Administrative Agentapplicable Lender, in each case not to be unreasonably withheldNotes or replacement Notes, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in as the case of an Increasing Lendermay be, the Borrower executed and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed delivered by the Borrower. Upon receipt of any notice referred to in clause (a)(i) above, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall promptly notify each Lender thereof. Notwithstanding Upon execution and delivery of such documents (the foregoing"Increase Option Date"), no such new Lender shall constitute a "Lender" hereunder with an Advance as specified therein, or such Increasing Lender's Advance shall increase in the Commitments (or in any Commitment of any Lenderbe converted) shall become effective under this paragraph unlessas specified therein, (1) on as the proposed date of case may be. Immediately upon the effectiveness of the addition of such increaseAdded Lender or the increase in (or conversion of) the Advance of such Increasing Lender under this Section 2.14, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer respective Ratable Shares of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 applicable Lenders holding Commitments in the applicable Facility, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed modified as appropriate to have repaid and reborrowed all outstanding Loans under each Facility as correspond to such changed aggregate Advances. The Borrower shall borrow up to the full amount of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, additional Advances in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest 2.2 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timeIncrease Option Date.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of term loans (each an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000550,000,000. The Borrower Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), agreeing to increase their existing Revolving Commitments, participate in Incremental Term Loans, or provide extend new Revolving Commitments, as the case may be; provided provided, that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease in Revolving Commitments or any Incremental Term Loans) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.25. For the avoidance of doubt, no Lender shall be under any obligation to become an Increasing Lender and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (ai) and (bii) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the each Borrower and (2B) the Borrowers shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.25 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the CommitmentsRevolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.8). 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 Borrowers pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently from the Revolving Loans, Term Loans and from previously issued Incremental Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.25. On the effective date of the issuance of the Incremental Term Loans, each Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrowers, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section shall supersede any provisions in Section 8.3 or 11.2 to the contrary.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 5,000,000.00 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00025,000,000.00. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.26. Increases and new Revolving Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.21, (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.26 through the financial covenants set forth Facility Termination Date), (iii) the increase of Revolving Commitments shall be for the sole purpose of the purchase of a paper machine at a site located in Section 6.19)Mexicali, Mexico, (iv) the Administrative Agent shall have received an appraisal of all of Borrower’s domestic real estate and domestic equipment in form and content acceptable to Administrative Agent, and (v) Administrative Agent shall have received a first-priority mortgage lien and security interest in all of Borrower’s domestic real estate and domestic equipment for which such a lien or security has not been previously granted. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.26 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or to add one or more tranches of senior secured term loans hereto (each such tranche of senior secured term loans, an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,000100,000,000 (any such increase in the Commitments and/or Incremental Term Loans, the “Additional Commitments”). The Borrower Borrowers may arrange for any such increase Additional Commitments to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentCommitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing extend the Additional Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and Borrowers, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any in the case of an increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each the LC IssuerIssuers, such approval approvals of the Administrative Agent and the LC Issuers not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseAdditional Commitments) shall be required for any increase in Commitments Additional Commitment pursuant to this Section 2.24. Increases and new Additional Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Additional Commitments (or in any Commitment of any Lender’s Additional Commitment) shall become effective under this paragraph section unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Parent shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the each Borrower to borrow hereunder after giving effect to such increaseaddition, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrowers’ anticipated compliance with Section 6.23 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Additional 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 holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Additional Commitments (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent at the time this Section 2.24 is exercised. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.24. On the effective date of the issuance of the Incremental Term Loans, each Increasing Lender and Augmenting Lender, if any, that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section shall supersede any provision in Section 8.3 to the contrary.

Increase Option. Subject to As set forth in the prior written definition of “Class B Revolving Commitment”, the aggregate amount of the Class B Revolving Commitments as of the Closing Date is $0. The Company may, with the consent of the Administrative Agent in its sole discretion (not which consent may, for avoidance of doubt, be conditioned upon the effectiveness of an amendment or modification to be unreasonably withheldone or more Credit Documents), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Class B Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of all such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,0009,375,000. The Borrower Each existing Class B Revolving Lender (if any) shall have the right to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.24 (each such consenting Lender, an “Increasing Lender”). If one or more of the Class B Revolving Lenders fail to consent or collectively fail to commit to fund the full amount of such increase, the Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentnew banks, an “Increasing Lender”), financial institutions or by one or more new Eligible Assignees other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (Agent in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders any Class B Revolving Lender participating in the increase) shall be required for any increase in Class B Revolving Commitments pursuant to this Section 2.24Section. Increases Increased and new Class B Revolving Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Class B Revolving Lender hereunder. Each Joinder Agreement shall also set forth any other applicable terms of the Class B Revolving Commitments being provided thereby, including without limitation the Applicable Class B Advance Rate (which shall be identical among all Class B Revolving Lenders), other than pricing terms described in a separate Fee Letter. The Administrative Agent shall notify each Lender thereofClass A Revolving Lender, and the Company shall notify each Class B Revolving Lender, of each increase in Class B Revolving Commitments made pursuant to this Section 2.24. Notwithstanding the foregoing, no increase in the Commitments Revolving Commitment, (or in any the Class B Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) if on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) an Event of Default has occurred and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)is continuing. On the effective date of any increase in the CommitmentsRevolving Commitment, (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 determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityClass B Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of paying such amounts to make payments to such other Class B Revolving Lenders, each Class B Revolving Lender’s portion of the outstanding Class B Revolving Loans and outstanding Term Loans, as applicable, of all the Class B Revolving Lenders to equal its Pro Rata Share of such outstanding Class B Revolving Loans and outstanding Term Loans. For so long as Class B Revolving Commitments are $0, all provisions in this Agreement (other than this Section 2.24) relating to Class B Revolving Commitments, Class B Revolving Loans, as applicable, Class B Revolving Lenders and (ii) the Borrower related matters shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timewithout effect.

Increase Option. Subject The Borrower may, by written notice to the prior written consent of the Administrative Agent (not to be unreasonably withheld)Agent, the Borrower may from time to time (but in no event more than 3 times in prior to the aggregate) Revolving Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments in an amount equal to $5,000,000, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upona whole multiple thereof, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does Revolving Commitments would not exceed $1,000,000,000150,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or and/or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, an financial institution or other entity, a “Augmenting New Lender”), to increase increasing their existing Commitments, Revolving Commitments or provide new extending Revolving Commitments, as the case may be; provided provided, that (i) the amount of increased Revolving Commitment of each Augmenting Increasing Lender and each Increasing New Lender shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuing Lender and the Swingline Lender and (ii) (xii)(A) in the case of an Increasing Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Increasing Lender execute shall have executed an agreement substantially in the form of Exhibit G hereto, Increasing Lender Agreement and (yB) in the case of an Augmenting a New Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Augmenting New Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any have executed a New Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion)Agreement. No consent of any Lender (other than the Administrative Agent and the Lenders participating in the such increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.22(a). Increases in and new Revolving Commitments created pursuant to this Section 2.24 2.22(a) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting New Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (w) no Default, Event of Default or Trigger Event shall have occurred and be continuing or would result after giving effect to such increase, (x) the conditions set forth in paragraphs (a) and (b) of Section 4.2 Debt Yield shall be satisfied equal to or in excess of 12.5% (or waived by the Required Lenderson a pro forma basis taking into account such increase) before and after giving effect to such increase and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower showing compliance with such requirement in form and substance reasonably acceptable to the Administrative Agent, (y) the Borrower shall have paid all fees and other amounts (including, without limitation, pursuant to Section 10.5) due and payable by the Borrower in connection with such increase and (2z) the Administrative Agent shall have received (1) documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower Loan Parties to borrow hereunder after giving effect to such increaseenter into the Increasing Lender Agreement and/or New Lender Agreement, as well applicable, and to continue perform their obligations under the Loan Documents and (2) the Borrower shall have delivered or caused to be delivered customary legal opinions as such documents as reasonably requested by the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance in connection with the financial covenants set forth in Section 6.19)any such transaction. On the effective date of any such increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting New Lender shall make available to the Administrative Agent Agent, for the benefit of the other Lenders, such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, determine 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Revolving Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8)2.2) and (iii) the participations in outstanding Letters of Credit and Swingline Loans shall be adjusted to reflect the then-applicable Revolving Percentage of each of the Lenders. The Borrower shall, in connection with any deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of sentence, (1) pay all accrued unpaid interest on the amount deemed prepaid and, and (2) in respect of each Eurocurrency Eurodollar Loan, shall be subject to pay all breakage indemnification by the Borrower amounts pursuant to the provisions of Section 3.4 2.19 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.22(a) shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder at any time.

Increase Option. Subject to Provided that the prior written consent of the Administrative Agent (Term-Out Period has not to be unreasonably withheld)commenced, the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Designated Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Commitments does not exceed $1,000,000,0001,700,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Co-Administrative AgentAgents, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent Borrower and the relevant Increasing Lenders or Augmenting LendersLenders and upon reasonable prior written notice to the Designated Agent, and the Administrative Designated Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Designated Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Designated Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Designated Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19Documents). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Designated Agent such amounts in immediately available funds as the Administrative Designated Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000125,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, Commitment an “Increasing Lender”), or and/or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, Commitments or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuers, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank conditioned or approved by each LC Issuer, such approval not to be unreasonably withhelddelayed, and (ii) (xii)(x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.23. Increases and new Commitments created pursuant to this Section 2.24 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required relevant Increasing Lenders and/or Augmenting Lenders) , and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis) with the financial covenants set forth in Section 6.18 and (ii) the Administrative Agent shall have received such other documents consistent with those delivered on and legal opinions as the Effective Date Administrative Agent may reasonably request as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 EurocurrencySOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.23 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time. Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on any effective date of any increase in the Commitments, this Agreement may be amended to the extent (but only to the extent) necessary to reflect the increased Commitments evidenced thereby. Any such amendment may be effected in writing by the Administrative Agent with the consent of the Borrower (not to be unreasonably withheld) and furnished to the other parties hereto. This Section 2.23 shall supersede any provision in Section 8.3 to the contrary.

Increase Option. Subject Provided that the Term-Out Period has not commenced and subject to the prior written consent of the Designated Agent and the Co-Administrative Agent Agents (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Designated Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Commitments does not exceed $1,000,000,0001,000,000,000.00. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Designated Agent, the Co-Administrative Agents and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Designated Agent, the Co-Administrative Agent Agents, and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Designated Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Designated Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Designated Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Designated Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Designated Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)Documents. On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Designated Agent such amounts in immediately available funds as the Administrative Designated Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or to add one or more tranches of senior secured term loans hereto (each such tranche of senior secured term loans, an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,00075,000,000 (any such increase in the Commitments and/or Incremental Term Loans, the “Additional Commitments”). The Borrower Borrowers may arrange for any such increase Additional Commitments to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentCommitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing extend the Additional Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and Borrowers, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any in the case of an increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each the LC IssuerIssuers, such approval approvals of the Administrative Agent and the LC Issuers not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseAdditional Commitments) shall be required for any increase in Commitments Additional Commitment pursuant to this Section 2.24. Increases and new Additional Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Additional Commitments (or in any Commitment of any Lender’s Additional Commitment) shall become effective under this paragraph section unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Parent and (2B) the Parent shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the each Borrower to borrow hereunder after giving effect to such increaseaddition, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrowers’ anticipated compliance with Section 6.23 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Additional 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 holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Additional Commitments (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent at the time this Section 2.24 is exercised. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.24. On the effective date of the issuance of the Incremental Term Loans, each Increasing Lender and Augmenting Lender, if any, that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section shall supersede any provision in Section 8.3 to the contrary.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in time, with the aggregate) prior written approval of the Administrative Agent which approval shall not be unreasonably withheld, elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000125,000,000, and the Aggregate Commitment does not exceed $250,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) no Lender shall be required to commit to any such increase, (ii) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Borrower, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (iiiii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.23. Increases and new Commitments created pursuant to this Section 2.24 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (a) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders (or, if required under Section 8.3, all Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2b) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to Provided that the prior written consent of the Administrative Agent (Term-Out Period has not to be unreasonably withheld)commenced, the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Designated Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Commitments does not exceed $1,000,000,0001,700,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Co-Administrative AgentAgents, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent Borrower and the relevant Increasing Lenders or Augmenting LendersLenders and upon reasonable prior written notice to the Designated Agent, and the Administrative Designated Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Designated Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Designated Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Designated Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19Documents). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Designated Agent such amounts in immediately available funds as the Administrative Designated Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.. 4887-5363-3879v24887-5363-3879v.5

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, 25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “"Increasing Lender”"), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “"Augmenting Lender”"), to increase their existing Commitments, Commitments or provide new Commitments, as the case may bebe but in each case on the same terms and conditions as the existing Commitments; provided that (i) each Augmenting Lender and each Increasing Lender Lender, shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Issuing Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and the Swingline Lenders and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Aggregate Commitments pursuant to this Section 2.242.20. Increases and new Commitments created pursuant to this Section 2.24 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (2ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT - Page 44 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable(ii) each relevant Increasing Lender and Augmenting Lender will automatically and without further act be deemed to have assumed, and each existing Lender will be deemed to have assigned, a portion of participations hereunder in LC Exposure and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding Revolving Credit Exposure of each Lender (iiincluding each Augmenting Lender and each Increasing Lender) will equal each such Lender’s Applicable Percentage and (iii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.03). 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 3.4 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in time, following the aggregate) date hereof, elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples a minimum amount of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender so arranged by the Borrower shall be subject to the approval of the Borrower Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant contained in Section 6.15 as of the last day of the most recent fiscal quarter for which financial statements have been provided pursuant to Section 6.1 ended prior to giving effect to the applicable increase under this Section, and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.15 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Commitments, 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Company may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of additional Term CommitmentLoans (each an “Incremental Term Loan”), in each case in integral multiples a minimum increment of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower Company and the Administrative Agent agree upon), so long as, after giving effect thereto, the aggregate amount of all such increases (when added to the existing Aggregate Total Commitment) and Incremental Term Loans does not exceed $1,000,000,00025,000,000. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and Company, the Administrative Agent, and, in the case of additional Revolving Commitments, the LC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Commitments or Incremental Term Loans pursuant to this Section 2.24. No Lender shall be required to participate in any increase under this Section 2.24. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs clauses (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Company and (2B) the Company shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23(a) and (b) and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower Company and the corporate and limited liability company power of the other Borrowers to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Company’s anticipated compliance with Section 6.23(a) and (b) through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the CommitmentsRevolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerCompany, in accordance with the requirements of Section 2.82.3). 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 Eurodollar Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 On the effective date of the issuance of the Incremental Term Loans, each Term Lender that has agreed to extend such an Incremental Term Loan shall constitutemake its ratable share thereof available to the Administrative Agent, or otherwise be deemed for remittance to bethe applicable Borrower, a commitment on the part terms and conditions specified by the Administrative Agent at such time. All increased or additional Commitments, Loans and Obligations shall be subject to the same term and conditions set forth in the Loan Documents as all pre-existing Commitments, Loans and Obligations (including, without limitation, (i) all representations, warranties, covenants, and Events of Default, (ii) the same Facility Termination Date, (iii) the same Collateral, and (iv) ranking pari passu with all other Loans and Obligations); provided, however, that the Applicable Margin for any Lender Loan and related Commitment subject to an increase its Commitment under or addition hereunder may be greater than the Applicable Margin for any Facility hereunder at any timeexisting Loan and related Commitment.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Maturity Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,00035,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Credit Commitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentL/C Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G H hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H I hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loans pursuant to this Section 2.242.16. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.16. shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in any the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) Section 4.01 and (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, (B) (i) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 7.11 (ii) the Borrower shall (on a pro forma basis reasonably acceptable to the Administrative Agent) have a Consolidated Total Lease Adjusted Leverage Ratio less than or equal to 4.00 to 1.00 and (2iii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19Documents). On the effective date of any increase in the CommitmentsRevolving Credit Commitments being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 Credit Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Revolving Credit Percentage of such outstanding Revolving Loans and outstanding Term Credit Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans under each Facility as of the date of any increase in the Revolving Credit Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.02). 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 Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 3.05 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Credit Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Credit Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Credit Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.16. On the effective date of the issuance of the Incremental Term Loans, each Term Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.16 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. In the event that the interest rate margins for any increase of the Revolving Credit Commitments or Incremental Term Loans are higher than the interest rate margins for any existing Revolving Credit Commitments by more than 50 basis points, then the interest rate margins for such existing Revolving Credit Commitments, as applicable, shall be increased to the extent necessary so that the interest rate margins for such existing Revolving Credit Commitments are equal to the interest margins for such Incremental Term Loans or Revolving Credit Commitment increases minus 50 basis points; provided, that, in determining the interest rate margins applicable to the Incremental Term Loans and the existing Revolving Credit Commitments and the increased Revolving Credit Commitments and existing Revolving Credit Commitments (A) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable by the Borrower shall be included (with original issue discount being equated to interest based on assumed four-year life to maturity or, if shorter, the actual Weighted Average Life to Maturity) and (B) if the Incremental Term Loans or increased Revolving Credit Commitments include an interest rate floor greater than the interest rate floor applicable to the existing Revolving Credit Commitments, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the existing Revolving Credit Commitments shall be required, to the extent an increase in the interest rate floor in the existing Revolving Credit Commitments would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the existing Revolving Credit Commitments shall be increased by such increased amount. This Section shall supersede any provision in Section 11.01 to the contrary.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in time, with the aggregate) prior written approval of the Administrative Agent which approval shall not be unreasonably withheld, elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000125,000,000, and the Aggregate Commitment does not exceed $300,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) no Lender shall be required to commit to any such increase, (ii) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Borrower, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (iiiii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.23. Increases and new Commitments created pursuant to this Section 2.24 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (a) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders (or, if required under Section 8.3, all Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2b) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject (a) The Borrower shall have the right up to six months prior to the prior written consent Maturity Date, by notice to the Administrative Agent, to effectuate on one or more occasions, additional Advances under this Agreement (such right to increase, the “Increase Option”) by adding to this Agreement one or more commercial banks or financial institutions (who shall, upon completion of the Administrative Agent requirements of this Section 2.14 constitute “Lenders” hereunder) (not to be unreasonably withheldan “Added Lender”), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000. The Borrower may arrange for any such increase to be provided by allowing one or more Lenders in their sole discretion to make additional Advances hereunder (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”); provided that (x) no additional Advance on any occasion shall be less than $10,000,000, (y) no additional Advances pursuant to this Section 2.14 shall result in aggregate Advances exceeding $1,350,000,000, and (z) no Lender shall be required to make any additional Advances under this Section 2.14 without the consent of such Lender. The Borrower shall deliver to the Administrative Agent on or by one or more new Eligible Assignees before the applicable Increase Option Date each of the following items with respect to each Added Lender and Increasing Lender: (i) a written notice of the Borrower’s intention to borrow the aggregate amount of Advances pursuant to this Section 2.14, which shall specify each Added Lender and the amount of such new Eligible Assignee, an “Augmenting Added Lender”’s Advance (if any), each Increasing Lender and the amount of the additional Advance of such Increasing Lender’s Advance (if any), and such other information as is reasonably requested by the Administrative Agent; (ii) documents in the form of Exhibit E or Exhibit F, as applicable, executed and delivered by each Added Lender and each Increasing Lender, pursuant to increase their existing Commitments, which such Lender becomes a party hereto or provide new Commitmentsmakes an additional Advance, as the case may be; provided that and (iiii) each Augmenting Lender and each Increasing Lender shall be subject to if requested by the approval of the Borrower and the Administrative Agentapplicable Lender, in each case not to be unreasonably withheldNotes or replacement Notes, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in as the case of an Increasing Lendermay be, the Borrower executed and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed delivered by the Borrower. Upon receipt of any notice referred to in clause (a)(i) above, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall promptly notify each Lender thereof. Notwithstanding Upon execution and delivery of such documents (the foregoing“Increase Option Date”), no such new Lender shall constitute a “Lender” hereunder with an Advance as specified therein, or such Increasing Lender’s Advance shall increase as specified therein, as the case may be. Immediately upon the effectiveness of the addition of such Added Lender or the increase in the Commitments (or in any Commitment Advance of any Lender) shall become effective such Increasing Lender under this paragraph unlessSection 2.14, (1) on the proposed date respective Ratable Shares of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable Facility, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed modified as appropriate to have repaid and reborrowed all outstanding Loans under each Facility as correspond to such changed aggregate Advances. The Borrower shall borrow up to the full amount of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, additional Advances in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest 2.2 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timeIncrease Option Date.

Increase Option. Subject to So long as the prior written consent Borrowers’ Qualified Receivables Transactions shall have terminated or will contemporaneously terminate and the accounts or notes receivable thereunder have been pledged or will be contemporaneously pledged as Collateral for the benefit of the Administrative Agent (not Lenders pursuant to be unreasonably withheld)Section 6.24, the Borrower Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitmentadd senior secured revolving loan commitments hereto, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of all such increases (when added to the existing Aggregate Total Commitment) senior secured revolving loan commitments does not exceed $1,000,000,00075,000,000 (such additional senior secured revolving loan commitments, the “Additional Commitments”). The Borrower Borrowers may arrange for any such increase Additional Commitments to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentsuch Lender, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing extend the Additional Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Borrowers and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseAdditional Commitments) shall be required for any increase in Commitments Additional Commitment pursuant to this Section 2.242.20. Increases and new Additional Commitments created pursuant to this Section 2.24 2.20 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Additional Commitments (or in any Commitment of any Lender’s Additional Commitment) shall become effective under this paragraph section unless, (1i) on the proposed date of the effectiveness of such increaseaddition, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Parent and (2B) the Parent shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23 and (ii) the Administrative Agent shall have received documents (A) consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the each Borrower to borrow hereunder after giving effect to such increase, addition and (B) as well it may request to evidence termination of the Qualified Receivables Transactions and the pledge of the accounts or notes receivable thereunder as such documents as Collateral for the Administrative Agent may reasonably request (including, without limitation, customary opinions benefit of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Lenders pursuant to Section 6.19)6.24. On the effective date of any increase in the Additional 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 holding Commitments in the applicable FacilityLenders, 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 Lendersaddition, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, revolving loans of all the Increasing Lenders and Augmenting Lenders to equal its Pro Rata Share pro rata share of such outstanding Revolving revolving loans. Additional Commitments shall be treated substantially the same as (and in any event no more favorably than) the Loans hereunder. Additional Commitments may be made hereunder pursuant to an amendment or restatement (an “Additional Commitment Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender, each Augmenting Lender and outstanding Term the Administrative Agent at the time this Section 2.20 is exercised, and reflecting additional terms deemed standard and customary in the market at that time for a revolving credit facility (including, without limitation, requisite changes to Section 5.12(ii), a commitment fee or facility fee in respect of the revolving commitments, letter of credit and swing line mechanics (including related fees), and associated consent rights (such as, but not limited to, letter of credit issuers having the ability to consent to Persons (including Lenders) taking assignments of revolving commitments)). The applicable interest rate margins applicable to the Additional Commitments shall be determined by the Borrowers and the Lenders thereunder; provided, that in the event the applicable interest rate margin for any Additional Commitment is higher than the Applicable Margin for the Loans by more than 50 basis points, then the Applicable Margin for the Loans shall be increased to the extent necessary so that such Applicable Margin is equal to the applicable interest rate margins for such Additional Commitment minus 50 basis points; provided, further, that in determining the applicable interest rate margins for the Additional Commitments and the Loans, as applicable(i) customary arrangement or commitment fees payable to the Arranger (or its Affiliates) in connection with the Loans or any Additional Commitment shall be excluded, and (ii) if an Additional Commitment includes an interest rate floor greater than the Borrower interest rate floor applicable to the Loans, such increased amount shall be deemed equated to have repaid and reborrowed all outstanding the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Loans under each Facility as of shall be required, to the date of any extent an increase in the Commitments under interest rate floor for the Loans would cause an increase in the interest rate then in effect thereunder, and in such Facility case the interest rate floor (with but not the Applicable Margin) applicable to the Loans shall be increased by such reborrowing amount. The Additional Commitment Amendment may, without the consent of any other Lenders, effect such amendments to consist this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Types of LoansAdministrative Agent, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 effect the provisions of this Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods2.20. Nothing contained in this Section 2.24 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder provide Additional Commitments, at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in time, from the aggregate) Effective Date until the Facility Termination Date, elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000400,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the 49 increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.20 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, including customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.20 through the financial covenants set forth in Section 6.19Facility Termination Date). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time. This Section shall supersede any provision in Section 8.3 to the contrary.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of term loans (each an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to in the existing Aggregate Total Commitment) Revolving Commitments and all such Incremental Term Loans does not exceed $1,000,000,000940,000,000; provided, however, that after the extension of the 2020 Incremental Term Loans, such amount automatically shall be reduced to $640,000,000. The Borrower Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), agreeing to increase their existing Revolving Commitments, participate in Incremental Term Loans, or provide extend new Revolving Commitments, as the case may be; provided provided, that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease in Revolving Commitments or any Incremental Term Loans) shall be required for any increase in Revolving Commitments or Incremental Term Loans pursuant to this Section 2.242.25. For the avoidance of doubt, no Lender shall be under any obligation to become an Increasing Lender and any such decision whether to increase its Revolving Commitment or make an Incremental Term Loan shall be in such Lender’s sole and absolute discretion. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loan, (A) the conditions set forth in paragraphs (ai) and (bii) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the each Borrower and (2B) the Borrowers shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.25 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the CommitmentsRevolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) for any increase in the Borrower Revolving Commitments, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.8). 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 Borrowers pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.related

Increase Option. Subject The Borrower may, at any time and from time to the time, upon prior written consent of notice by the Borrower to the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) by a maximum aggregate amount of up to SEVENTY MILLION DOLLARS ($70,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment and/or or new Revolving Commitments from any other Person selected by the Aggregate Term CommitmentBorrower and acceptable to the Administrative Agent, the Swing Line Lender and the L/C Issuer; provided that: (a) any such increase shall be in each case a minimum principal amount of $10,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof; (but not less than $25,000,000b) no Default or Event of Default shall exist and be continuing at the time of any such lower amount as the Borrower increase; (c) 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; (i) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases and/or (when added to the ii) any existing Aggregate Total Commitment) does not exceed $1,000,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), electing to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender its Commitment shall be subject have executed a commitment agreement satisfactory to the approval of the Borrower and the Administrative Agent; (e) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each case not Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheldincrease, and (ii) (xB) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent certifying that, before and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this paragraph unlessafter giving effect to such increase, (1) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on the proposed date and as of the effectiveness date of such increase, except to the conditions set forth extent that such representations and warranties specifically refer to an earlier date, in paragraphs which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.16(e), the representations and warranties contained in subsections (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable Facility, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower 6.05 shall be deemed to have repaid refer to the most recent statements furnished pursuant to clauses (a) and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loansb), with related Interest Periods if applicablerespectively, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause 7.01, (ii2) no Default or Event of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid Default exists and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject (a) At any time and from time to time after the prior written consent of the Administrative Agent (not to be unreasonably withheld)Closing Date, the Borrower may from time to time (but in no event more than 3 times request an increase in the aggregateTotal Revolving Commitments, provided that (i) elect to each requested increase in the Aggregate Total Revolving Commitment and/or Commitments shall be in the Aggregate Term Commitment, minimum amount of $20,000,000 (and in each case in integral multiples of $5,000,000 in excess thereof), (ii) not more than two requests may be made prior to the Maturity Date, and (iii) in no event may the Total Revolving Commitments be increased to an amount greater than $130,000,000. If the Borrower desires an increase in the Total Revolving Commitments, it shall first deliver a written request (“Request for Commitment Increase”) to the Administrative Agent and each of the Lenders specifying the amount of the proposed increase in the Total Revolving Commitments and the proposed effective date of such increase and requesting that the Lenders severally increase their respective Revolving Commitments. Upon the Borrower’s delivery of any Request for Commitment Increase, each of the Lenders will have the right, but not less than $25,000,000) or such lower amount as the obligation, to increase its Revolving Commitment in accordance with its Revolving Percentage of the requested increase in the Total Revolving Commitments. Each of the Lenders shall notify the Borrower and the Administrative Agent agree upon, so long as, of its determination within ten days after giving effect thereto, receipt of the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000Request for Commitment Increase. The Borrower may arrange for any such increase to be provided by If one or more of the Lenders elects not to increase its Revolving Commitment (each Lender so agreeing or to increase its Revolving Commitment by an amount less than its Revolving Percentage of the requested increase in its Commitment, an “Increasing Lender”the total Revolving Commitments), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to the Borrower may request that the other Lenders increase their existing Commitments, Revolving Commitments by the amount of the shortfall or provide new Commitments, as the case may be; provided that seek to obtain Revolving Commitments from other financial institutions to become additional Lenders under this Agreement (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval consent of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in but without the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than Lenders). The Borrower shall notify the Administrative Agent of any financial institution that shall have agreed to become an additional Lender party to this Agreement (a “New Lender”) in connection with a Request for Commitment Increase and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lendersamount of its proposed Revolving Commitment, and the Administrative Agent shall notify each Lender thereofthen have a period of five Business Days in which to consent or withhold consent to the admission of the proposed New Lender. Notwithstanding If the foregoing, no Borrower is unable within 30 days after delivering any Request for Commitment Increase to obtain approval from the Lenders to increase their Revolving Commitments and/or to secure Revolving Commitments from New Lenders for the full amount of the requested increase in the Commitments (or in any total Revolving Commitments, the Request for Commitment of any Lender) Increase shall become effective under this paragraph unless, (1) on to the proposed date extent of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer amount of the Borrower and (2) increased or new Revolving Commitments actually obtained, even if such amount is less than the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority minimum amount of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth a requested increase specified in Section 6.19). On the effective date of any increase in the Commitments, clause (i) each relevant Increasing Lender and Augmenting Lender shall make available of the proviso to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit first sentence of the other Lenders holding Commitments in the applicable Facility, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of this Section 2.82.24(a). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder at any time, and no Lender shall be obligated to agree to any increase in its Revolving Commitment. (b) If one or more Lenders (including any New Lenders approved by the Administrative Agent) have agreed to increase their respective Revolving Commitments as contemplated in Section 2.24, the Administrative Agent shall notify the Borrower, the Lenders and any New Lenders of the effective date (“Increase Effective Date”) proposed by the Borrower for the increase in the total Revolving Commitments and the Revolving Commitments which will be in effect for each of the applicable Lenders and any New Lenders as of the Increase Effective Date. (c) Any increase in the Total Revolving Commitments shall be subject to the satisfaction of the following conditions precedent at or as of the Increase Effective Date: (i) no Default or Event of Default shall have occurred and then be continuing; (ii) all representations and warranties contained in this Agreement shall be true and correct in all material respects as though made on such date; (iii) each Lender that shall have agreed to provide an increase in its Revolving Commitment shall have confirmed such increase to the Borrower and the Administrative Agent in writing; (iv) each New Lender shall have executed and delivered such documents as the Administrative Agent shall have reasonably required in order for it to subscribe to the terms and conditions of this Agreement and the other Loan Documents and agree to be bound by the terms and provisions hereof and thereof or as the Administrative Agent shall have reasonably requested in connection with such increase; (v) the Borrower shall have executed a replacement Revolving Note to each Lender that shall have agreed to provide an increase in its Revolving Commitment and a new Revolving Note to each New Lender, (vi) the Borrower shall have executed and delivered, or caused to be executed and delivered, such amendments or supplements to the Collateral Documents and other Loan Documents (as applicable) as may be required by law or reasonably requested by the Administrative Agent in order to reflect that the obligations secured thereby include all Obligations arising under the Revolving Commitments (as so increased) and to continue in favor of the Administrative Agent a perfected Lien on the Collateral described therein as security for the prompt payment and performance of such obligations, (vii) a secretary or assistant secretary (or equivalent officer) of the Borrower shall have provided to the Administrative Agent a certified copy of the resolutions adopted by the managers or directors of the Borrower authorizing such increase in the Total Revolving Commitments; (viii) the outstanding Revolving Loans shall have been reallocated ratably among the Lenders (including the New Lenders) after giving effect to such increase; and (ix) all legal matters incident to such increase and the admission of any New Lenders under this Agreement shall be reasonably satisfactory to the Administrative Agent and its counsel. The Borrower hereby agrees to compensate each Lender, as and to the extent provided in Section 2.20 of this Agreement, for all losses, expenses and liabilities incurred by such Lender in connection with the reallocation of any outstanding LIBOR Loans. Upon delivery of the documents contemplated by clause (iv) of the first sentence of this paragraph, each New Lender shall become for all purposes a Lender party to this Agreement and all other Loan Documents and shall have all the rights and obligations of a Lender under this Agreement and all other Loan Documents, to the same extent as if it were an original party thereto. No increase in the Total Revolving Commitments shall become effective unless and until each of the foregoing conditions precedent has been satisfied.

Increase Option. Subject The Borrower may, by written notice to the prior written consent of the Administrative Agent (not to be unreasonably withheld)Agent, the Borrower may from time to time (but in no event more than 3 times in prior to the aggregate) Revolving Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments in an amount equal to $5,000,000, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upona whole multiple thereof, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does Revolving Commitments would not exceed $1,000,000,000350,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or and/or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, an financial institution or other entity, a “Augmenting New Lender”), to increase increasing their existing Commitments, Revolving Commitments or provide new extending Revolving Commitments, as the case may be; provided provided, that (i) the amount of increased Revolving Commitment of each Augmenting Increasing Lender and each Increasing New Lender shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuing Lender and the Swingline Lender and (ii) (xii)(A) in the case of an Increasing Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Increasing Lender execute shall have executed an agreement substantially in the form of Exhibit G hereto, Increasing Lender Agreement and (yB) in the case of an Augmenting a New Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Augmenting New Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any have executed a New Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion)Agreement. No consent of any Lender (other than the Administrative Agent and the Lenders participating in the such increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.24Section2.22(a). Increases in and new Revolving Commitments created pursuant to this Section 2.24 2.22(a) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting New Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (v) no Default, Event of Default , Trigger Event or Adjusted Trigger Event shall have occurred and be continuing or would result after giving effect to such increase, (w) the conditions set forth Debt Yield and Adjusted Debt Yield shall each be equal to or in paragraphs excess of 12.0% (aon a pro forma basis taking into account such increase) before and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) after giving effect to such increase and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower showing compliance with such requirement in form and substance reasonably acceptable to the Administrative Agent, (x) the Borrower shall have paid all fees and other amounts (including, without limitation, pursuant to Section 10.5) due and payable by the Borrower in connection with such increase, (y) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as the date of such increase, before and after giving effect to such increase, as if made on and as of such date, and (2z) the Administrative Agent shall have received (1) documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower Loan Parties to borrow hereunder after giving effect to such increaseenter into the Increasing Lender Agreement and/or New Lender Agreement, as well applicable, and to continue perform their obligations under the Loan Documents and (2) the Borrower shall have delivered or caused to be delivered customary legal opinions as such documents as reasonably requested by the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance in connection with the financial covenants set forth in Section 6.19)any such transaction. On the effective date of any such increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting New Lender shall make available to the Administrative Agent Agent, for the benefit of the other Lenders, such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, determine 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Revolving Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8)2.2) and (iii) the participations in outstanding Letters of Credit and Swingline Loans shall be adjusted to reflect the then-applicable Revolving Percentage of each of the Lenders. The Borrower shall, in connection with any deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of sentence, (1) pay all accrued unpaid interest on the amount deemed prepaid and, and (2) in respect of each Eurocurrency Eurodollar Loan, shall be subject to pay all breakage indemnification by the Borrower amounts pursuant to the provisions of Section 3.4 2.19 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.22(a). shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples a minimum amount of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender so arranged by the Borrower shall be subject to the approval of the Borrower Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant contained in Section 6.15 as of the last day of the most recent fiscal quarter for which financial statements have been provided pursuant to Section 6.1 ended prior to giving effect to the applicable increase under this Section, and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.15 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Commitments, 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to As set forth in the prior written definition of “Revolving Commitment”, the aggregate amount of the Revolving Commitments as of the Closing Date is $85,000,000. The Company may, with the consent of the Administrative Agent in its sole discretion (not to which consent may, for avoidance of doubt, be unreasonably withheldconditioned upon the effectiveness of Joinder Agreement (as defined below)), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase (“Commitment Increase”) the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of all such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000150,000,000. The Borrower Each existing Revolving Lender (if any) shall have the right in its sole discretion (but not the obligation) to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.20 (each such consenting Lender, an “Increasing Lender”). If one or more of the Revolving Lenders elects not to consent or collectively elects not to commit to fund the full amount of such increase, the Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentnew banks, an “Increasing Lender”), financial institutions or by one or more new Eligible Assignees other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (Agent in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders any Revolving Lender participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.24and for the avoidance of doubt no increase in the Revolving Commitment of any Revolving Lender shall occur without its written consent. Increases Increased and new Revolving Commitments created pursuant to this Section 2.24 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Revolving Lender hereunder. The Administrative Agent shall notify each Lender thereofRevolving Lender, and the Company shall notify each Revolving Lender, of each increase in Revolving Commitments made pursuant to this Section 2.20. Notwithstanding the foregoing, no increase in the Commitments (or in any Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) if on the proposed date of the effectiveness of such increase, an Event of Default has occurred and is continuing or the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Payout Period Start Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)has occurred. On the effective date of any increase in the CommitmentsRevolving Commitment, (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 determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityRevolving Lenders, as being required in order to cause, after giving effect to such increase and the use of paying such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Revolving Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower 6.12.1 The Company may from time to time (but in no event more than 3 times request an increase in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term New Vehicle Floorplan Commitment, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 50,000,000.00 or such lower amount as is agreed to between the Borrower Company and the Administrative Agent agree uponAgent, so long as, after giving effect thereto, (a) the aggregate amount of all such increases (when added to including the existing Aggregate Total Commitmentrequested increase and any other increases after the Closing Date) does not exceed $1,000,000,000. 150,000,000.00, and (b) the Aggregate Commitment does not exceed $1,850,000,000.00. 6.12.2 The Borrower Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Additional Lender”), to which Lender or Lenders shall increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (ia) each Augmenting Additional Lender and each Increasing Lender and the amount of the increase of each Additional Lender and Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (iib) (xi) in the case of an Increasing Lender, the Borrower Agent, Borrowers and such Increasing Lender shall execute an agreement Increasing Lender Agreement substantially in the form of Exhibit G N hereto, and (yii) in the case of an Augmenting Additional Lender, the Borrower Agent, Borrowers and such Augmenting Additional Lender shall execute an agreement Additional Lender Agreement substantially in the form of Exhibit H M hereto. In no event , and (c) the applicable Borrower or Borrowers, Increasing Lender, Additional Lender and any other Loan Party shall any Lender become an Increasing Lender each deliver to Agent such other documents or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). amendments to existing Loan Documents as Agent reasonably deems necessary. 6.12.3 No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.246.12. Increases and new Commitments created pursuant to this Section 2.24 6.12 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Additional Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments Aggregate New Vehicle Floorplan Commitment (or in any the Commitment of any Lender) shall become effective under this paragraph unless, unless (1a) on the proposed effective date of the effectiveness of such increase, (i) no Default has occurred and is continuing or will exist after giving effect to the conditions increase and any Credit Extensions to be made on the effective date, (ii) all representations and warranties in this Agreement are true and correct in all material respects as of the effective date, (iii) the Company and its Subsidiaries will be in compliance (on a pro forma basis reasonably acceptable to the Agent) with the financial covenants in Section 11.1 after giving effect to the increase, and (iv) Agent has received a certificate with respect to the matters set forth in paragraphs the foregoing clauses (aa)(i) (ii) and (iii) dated the effective date and executed by the Company’s chief financial officer or other officer acceptable to Agent, together with such supporting documentation as Agent requires; and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and Agent has received such documents as it requires to evidence the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower Borrowers to borrow and the Guarantors to guaranty hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). . 6.12.4 On the effective date of any increase in the CommitmentsAggregate New Vehicle Floorplan Commitment, (ia) each relevant Increasing Lender and Augmenting Additional 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 holding Commitments in the applicable FacilityLenders, 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 New Vehicle Floorplan Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its applicable Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (iib) the Borrower Borrowers shall be deemed to have repaid make such other payments and reborrowed all outstanding Loans under each Facility adjustments as of Agent reasonably deems necessary in connection with the date of any increase changes in the Commitments under such Facility (with such reborrowing to consist and Pro Rata Shares of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timeLenders.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or to add one or more tranches of senior secured term loans hereto (each such tranche of senior secured term loans, an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,000125,000,000 (any such increase in the Commitments and/or Incremental Term Loans, the “Additional Commitments”). The Borrower Borrowers may arrange for any such increase Additional Commitments to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentCommitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing extend the Additional Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and Borrowers, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any in the case of an increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each the LC IssuerIssuers, such approval approvals of the Administrative Agent and the LC Issuers not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseAdditional Commitments) shall be required for any increase in Commitments Additional Commitment pursuant to this Section 2.24. Increases and new Additional Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Additional Commitments (or in any Commitment of any Lender’s Additional Commitment) shall become effective under this paragraph section unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Parent shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the each Borrower to borrow hereunder after giving effect to such increaseaddition, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrowers’ anticipated compliance with Section 6.23 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Additional 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 holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained The Additional Commitments (a) shall rank pari passu in this Section 2.24 right of payment with the Revolving Loans, (b) shall constitute, not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or otherwise different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be deemed to be, a commitment on priced differently than the part of any Lender to increase its Commitment under any Facility hereunder at any timeRevolving Loans.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, 25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “"Increasing Lender”"), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “"Augmenting Lender”"), to increase their existing Commitments, Commitments or provide new Commitments, as the case may bebe but in each case on the same terms and conditions as the existing Commitments; provided that (i) each Augmenting Lender and each Increasing Lender Lender, shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Issuing Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and the Swingline Lender and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Aggregate Commitments pursuant to this Section 2.242.20. Increases and new Commitments created pursuant to this Section 2.24 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (2ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable(ii) each relevant Increasing Lender and Augmenting Lender will automatically and without further act be deemed to have assumed, and each existing Lender will be deemed to have assigned, a portion of participations hereunder in LC Exposure and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding Revolving Credit Exposure of each Lender (iiincluding each Augmenting Lender and each Increasing Lender) will equal each such Lender’s Applicable Percentage and (iii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.03). 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 3.4 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject (i) Borrower may, by written notice to the prior written consent of the Administrative Agent (not to be unreasonably withheld)Agent, the Borrower may from time to time prior to the Maturity Date elect to establish one or more new term loan commitments (but “New Term Loan Commitments”) in no event more than 3 times an aggregate principal amount not to exceed, at the time the time of incurrence (or, at the option of Borrower, in the aggregate) elect case of an incurrence to increase finance a Permitted Acquisition, as of the Aggregate Revolving Commitment and/or date the Aggregate definitive agreements for such Permitted Acquisition are entered into), the Incremental Amount. Each tranche of New Term Commitment, Loan Commitments shall be in each case in integral multiples of $5,000,000 (but an aggregate principal amount that is not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00010,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Term Commitment, an “Increasing Lender”), or and/or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, an financial institution or other entity, a “Augmenting New Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the such increase) shall be required for any increase in Commitments New Term Loan Commitment pursuant to this Section 2.242.22(a). Increases and new New Term Loan Commitments created pursuant to this Section 2.24 2.22(a) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting New Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any New Term Loan Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (w) no Default or Event of Default (or, if the conditions set forth proceeds of such New Term Loan Commitment shall be used to finance a Permitted Acquisition or other Investment permitted under Section 7.10, no Default or Event of Default under Section 8.1(a) or (g)) shall have occurred and be continuing or would result after giving effect to such increase, (x) Borrower shall have paid all fees and other amounts (including, without limitation, pursuant to Section 10.5) due and payable by Borrower in paragraphs connection with such increase, (ay) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as the date of such increase, before and after giving effect to such increase, as if made on and as of such date, and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2z) the Administrative Agent shall have received (1) documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower Loan Parties to borrow hereunder after giving effect to such increase, as well as such documents as enter into the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Agreement and/or New 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 holding Commitments in the applicable Facility, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term LoansAgreement, as applicable, and to continue perform their obligations under the Loan Documents and (ii2) the Borrower shall have delivered or caused to be deemed to have repaid and reborrowed all outstanding Loans under each Facility delivered customary legal opinions as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered reasonably requested by the Borrower, Administrative Agent in accordance connection with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periodsany such transaction. Nothing contained in this Section 2.24 2.22(a). shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Loans or to provide a New Term Loan Commitment under any Facility hereunder at any time. (ii) On any such date on which any New Term Loan Commitments is effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Lender shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Lender shall become a Lender hereunder. (iii) The terms and provisions of the New Term Loans and New Term Loan Commitments shall be as set forth herein or in the New Lender Agreement. In any event (i) the Weighted Average Life to Maturity of all New Term Loans shall be no shorter than the Weighted Average Life to Maturity of the then existing Loans (whichever is longest), (ii) the applicable Maturity Date shall be no shorter than the latest of the final maturity of the then existing Loans, (iii) the Weighted Average Yield applicable to the New Term Loans shall be determined by Borrower and the applicable New Lenders and shall be set forth in each applicable New Lender Agreement; provided, however, that the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Loans plus 0.50% per annum unless the interest rate with respect to the Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% (iv) the New Term Loans shall rank pari passu in right of payment and security with the Loans; and (v) all other terms of the New Term Loans and New Term Loan Commitments shall be on terms and conditions that are substantially identical to, or no more favorable (taken as a whole) to the Lenders providing such New Term Loan than, those applicable to the Loans except, in each case, (x) for covenants or other provisions applicable only to periods after the latest final Maturity Date of the Loans existing at the time of such refinancing and (y) for any Previously Absent Repayment and Financial Maintenance Covenant, in which case the Administrative Agent shall be given prompt written notice of such Previously Absent Repayment and Financial Maintenance Covenant and the Loan Documents shall be automatically and without further action deemed modified on or prior to the date of the incurrence of indebtedness under such New Term Loan to include such Previously Absent Repayment and Financial Maintenance Covenant for the benefit of the Loan, it being understood that upon the amendment of the Loan Documents to include any such Previously Absent Repayment and Financial Maintenance Covenant, any subsequent amendment, modification or waiver to the Loan Documents as it pertains to such Previously Absent Repayment and Financial Maintenance Covenant shall only be permitted in the manner described under Section 10.1. Each New Lender Agreement and Increasing Lender Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Administrative Agent to effect the provision of this Section 2.22(a). For the avoidance of doubt, any New Term Loans may be made as an increase to an existing Class of Loans with terms that are identical to such existing Class of Loans. Any New Term Loan shall constitute a separate Class from the then existing Loans.

Increase Option. Subject to Provided that the prior written consent of the Administrative Agent (Term-Out Period has not to be unreasonably withheld)commenced, the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Designated Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Commitments does not exceed $1,000,000,0001,250,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Co-Administrative AgentAgents, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent Borrower and the relevant Increasing Lenders or Augmenting LendersLenders and upon reasonable prior written notice to the Designated Agent, and the Administrative Designated Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Designated Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Designated Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Designated Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19Documents). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Designated Agent such amounts in immediately available funds as the Administrative Designated Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000575,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to Provided that the prior written consent of the Administrative Agent (Term-Out Period has not to be unreasonably withheld)commenced, the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Designated Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Commitments does not exceed $1,000,000,0001,700,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Co-Administrative AgentAgents, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent Borrower and the relevant Increasing Lenders or Augmenting LendersLenders and upon reasonable prior written notice to the Designated Agent, and the Administrative Designated Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Designated Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Designated Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Designated Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19Documents). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Designated Agent such amounts in immediately available funds as the Administrative Designated Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00085,000,000.25,000,000. The Borrower may arrange for any such increase to be provided by all of the Lenders or, if any Lender does not consent to such increase, then by one or more Lenders (in any case, each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”)) and, or if the Increasing Lenders do not consent to increase their Commitments in the aggregate amount elected by the Borrower, then by the Increasing Lenders (if any) and one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Borrower, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuers and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.26. Increases and new Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.17 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders Lenders, each Lender’s participation in each Facility LC and the related LC Obligations, and each Lender’s participation in each outstanding Swing Line Loan to equal its Pro Rata Share of such outstanding Revolving Loans Loans, Facility LCs and related LC Obligations, and outstanding Term Swing Line Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.ARTICLE III

Increase Option. Subject to Provided that the prior written consent of the Administrative Agent (Term-Out Period has not to be unreasonably withheld)commenced, the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Designated Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Commitments does not exceed $1,000,000,000[1,500,000,000]. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Co-Administrative AgentAgents, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent Borrower and the relevant Increasing Lenders or Augmenting LendersLenders and upon reasonable prior written notice to the Designated Agent, and the Administrative Designated Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Designated Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Designated Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Designated Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19Documents). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Designated Agent such amounts in immediately available funds as the Administrative Designated Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000300,000,000 and Aggregate Commitments do not exceed $600,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (ia) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (iib) (x) in the case of an Increasing Lender, the Borrower and any such Increasing Lender and Augmenting Lender shall execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and amendment to this Agreement and/or such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion)other documents acceptable to Administrative Agent. No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.26. Increases and new Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph Section 2.26 unless, (1) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of Borrower and (B) Borrower shall be in compliance (on a pro forma basis reasonably acceptable to Administrative Agent) with the Borrower covenants contained in Section 6.26 and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to Administrative Agent, demonstrating Borrower’s anticipated compliance with Section 6.26 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and 6090356 -36- Xxxxxxxx Xxxxxx LLP 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans. Nothing contained in this Section 2.24 2.26 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000200,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by Agent and each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.26. Increases and new Revolving Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.18 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.18 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained This Section 2.26 shall supersede any provision in this Section 2.24 shall constitute, or otherwise be deemed 8.3 to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timecontrary.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in time, from the aggregate) Effective Date until the Facility Termination Date, elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000400,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.20 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, including customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.20 through the financial covenants set forth in Section 6.19Facility Termination Date). 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.. This Section shall supersede any provision in Section 8.3 to the contrary. 50

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time elect (but in no event more than 3 times in the aggregate) elect twice), to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in an integral multiples multiple of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases increase (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000200,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, Administrative Agent and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) all new or increased Commitments pursuant to this Section 2.25 shall be provided to Borrower on the same terms as are applicable with respect to the existing Commitments under this Agreement, and (xiii) (y) in the case of an Increasing Lender, the Borrower and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G I hereto, and (yz) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H J hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Borrower, and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.196.20). On the effective date of any increase in the Commitments, (iaa) 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (iibb) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (iibb) of the immediately preceding sentence above 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in following the aggregate) Second Amendment Effective Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples a minimum amount of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The parties hereto acknowledge and agree that the increase in the Commitments pursuant to the Second Amendment is not being effected under this Section 2.24. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender so arranged by the Borrower shall be subject to the approval of the Borrower Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant contained in Section 6.15 as of the last day of the most recent fiscal quarter for which financial statements have been provided pursuant to Section 6.1 ended prior to giving effect to the applicable increase under this Section, and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.15 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Commitments, 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 holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject a) The Borrower may, during the Increase Period, by delivery to the prior written consent Agent of the Administrative Agent a duly completed Increase Request, request: (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times i) an increase in the aggregateTotal Term Loan Facility Commitments (each such increase an Additional Term Loan Facility Commitment) elect in the aggregate of up to EUR 100,000,000; and (ii) an increase in the Aggregate Revolving Commitment and/or Total RCF Commitments (each such increase an Additional RCF Commitment) in the Aggregate Term Commitmentaggregate amount of up to EUR 50,000,000, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect theretoprovided that, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does Additional Commitments shall not exceed $1,000,000,000. EUR 100,000,000. b) The Borrower may arrange for any such proposed date of the increase to in the Total Term Loan Facility Commitments and the Total RCF Commitments must be provided a Business Day falling not less than 30 (thirty) Business Days after the date of the notice and within the Increase Period (the Increase Date). c) Following receipt of a notice from the Company under paragraph (a) above, upon notice by one or more Lenders (the Agent, each Lender so agreeing to an increase in its Commitmentshall have the right, an “Increasing Lender”)but not the obligation, or by one or more new Eligible Assignees within 20 (each such new Eligible Assignee, an “Augmenting Lender”)twenty) Business Days, to increase their existing Commitments, confirm (on a credit-approved basis) the maximum amount of the requested Additional Term Loan Facility Commitment or provide new CommitmentsAdditional RCF Commitment, as the case may be; provided , it is prepared to make available which, for the avoidance of doubt, may be more than its pro rata share of the Additional Term Loan Facility Commitment or Additional RCF Commitment, as the case may be (calculated as the proportion of that Lender’s Term Loan Facility Commitment to the Total Term Loan Facility Commitments or the proportion of that Lender’s RCF Commitment to the Total RCF Commitment, as the case may be) (each Lender that agrees to assume an Commitment in accordance with this Clause is an Increasing Lender). d) If: (i) each Augmenting Lender and each Increasing Lender shall be subject one or more of the Lenders confirm that they are not willing to provide any amount of the requested Additional Term Loan Facility Commitment or Additional RCF Commitment, as the case may be, or less than its pro rata share or fails to respond to the approval Company within the period referred to in paragraph (c) above (the relevant amount being a Shortfall); and (ii) pursuant to paragraph (c) above one or more of the Borrower and other Lenders (each an Accepting Lender) confirms that it is willing to provide more than its pro rata share of the Administrative AgentAdditional Term Loan Commitment or Additional RCF Commitment, as the case may be, the Agent shall allocate the Shortfall to the Accepting Lenders: (A) first, to each Accepting Lender in each case not up to be unreasonably withheldthe maximum amount specified by that Accepting Lender pursuant to paragraph (c) above; and (B) if any balance of the Shortfall remains after paragraph (A) above, and, with respect to any increase in Accepting Lender which has confirmed under paragraph (c) above that it is prepared to make available an amount of the Revolving CommitmentsAdditional Term Loan Facility Commitment or the Additional RCF Commitment, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in as the case of an Increasing Lendermay be, sufficient to satisfy the Shortfall. e) If, notwithstanding paragraph (d) above, the Borrower and such Increasing Lender execute an agreement substantially in Lenders (when taken together) have not offered to make available the form whole of Exhibit G heretothe requested Additional Term Loan Facility Commitment or Additional RCF Commitment, and (y) in as the case may be, then the Company may offer the Shortfall that remains in respect of the proposed Additional Term Loan Facility Commitment or Additional RCF Commitment to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (any such entity agreeing (on a credit approved basis) to assume the Shortfall in an Augmenting Additional Term Loan Facility Commitment or Additional RCF Commitment being an Additional Lender, ). Neither the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall Agent nor any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate any obligation to that effect dated such date and executed by find an Authorized Officer of the Borrower and (2Additional Lender. f) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as The Company may not offer terms to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request any proposed Additional Lender which are more favourable (including, without limitation, customary opinions in respect of counsel any fees payable in respect thereof) than those proposed by an Increasing Lender in accordance with paragraph (c) above. g) Following the process specified in paragraphs (c) to (f) above, the Additional Term Loan Facility Commitment or the Additional RCF Commitment will be provided: (i) if some or all of the Lenders agreed to be Increasing Lenders in amounts sufficient to fulfil the Additional Term Loan Facility Commitment or the Additional RCF Commitment, by the Increasing Lenders; and|or (ii) if the Lenders did not agree to be Increasing Lenders in amounts sufficient to fulfil the Additional Term Loan Facility Commitment or the Additional RCF Commitment, by the Additional Lenders, in each case, confirmed by the Company to the Agent as being accepted by it. h) The amount of the Total Term Loan Facility Commitments shall be increased on the Increase Date (specified by the Company in the Increase Request) by the amount of the Additional Term Loan Facility Commitment and affirmations the amount of the Total RCF Commitment shall be increased on the Increase Date (specified by the Company in the Increase Request) by the amount of the Additional RCF Commitment, provided that: (i) The Company has delivered to the Agent a certificate, dated as of the Increase Date, signed by an authorised signatory, confirming that: (A) utilising the relevant Additional Term Loan Documents Facility Commitment or Additional RCF Commitment in full would not breach any borrowing limit on the Company; and (B) such increase shall not cause any guarantee limit applicable to the Company to be breached. (ii) The Agent has received, for each Additional Lender and pro forma compliance with Increasing Lender, a duly completed original (which each Additional Lender or Increasing Lender (as applicable) must have executed) of each certificate in substantially the financial covenants form provided in: (A) Part I of Schedule 7 (Form of Increase Documents) in respect of any Increasing Lender, and (B) Part II of Schedule 7 (Form of Increase Documents) in respect of any Additional Lender. (iii) In relation to an Additional Lender which is not a Lender immediately prior to the relevant increase, the Agent has performed all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Term Loan Facility Commitment or Additional RCF Commitment by that Additional Lender, the completion of which the Agent shall promptly notify to the Company and the Additional Lender. (iv) No Event of Default is continuing on the Increase Date and no Event of Default will occur as a result of the Additional Term Loan Facility Commitment or the Additional RCF Commitment, as the case may be, being made available; and (v) The Company has paid to the Agent (for the account of the Increase Lenders) any arrangement fee agreed in respect of the Additional Term Loan Facility Commitment or the Additional RCF Commitment, as the case may be. provided that if the conditions set forth out in Section 6.19). sub-paragraphs (i) to (v) inclusive are not satisfied on the Increase Date, such increase shall take effect on the first subsequent date on which the Agent confirms to the Lenders and the Company that all of the conditions described in sub-paragraph (i) to (v) above have been met and satisfied. i) On the effective date of any increase Increase Date, provided that the conditions set out in the Commitments, paragraphs (a) through (h) above have been met: (i) each relevant Increasing Obligor and each Additional Lender shall assume obligations towards one another and|or acquire rights against one another as each Obligor and each Additional Lender would have assumed and|or acquired had that Additional Lender been an Original Lender; (ii) each Additional Lender shall become a party as a Lender and Augmenting each Additional Lender and each of the Finance Parties shall make available to assume obligations towards one another and acquire rights against one another as that Additional Lender and those Finance Parties would have assumed and|or acquired had that Additional Lender been an Original Lender; and (iii) the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit Commitments of the other Lenders holding Commitments shall continue in full force and effect (if applicable, increased pursuant to this Clause 3.4 (Increase Option). j) Other than in respect of any arrangement fee agreed with the applicable FacilityIncreasing 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 which shall be equally set for all Increasing Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Additional Term LoansLoan Facility Commitment or Additional RCF Commitment, as applicablethe case may be, of all will be provided and borrowed under the Lenders terms and conditions set out in this Agreement applicable to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding the Term LoansLoan Faciltiy or the RCF, as applicable, and (iithe case may be. k) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 Clause 3.4 (Increase Option) shall constitute, or otherwise be deemed to be, a commitment on the part of oblige any Lender to increase its Commitment under any Facility hereunder at any time. l) The Lenders hereby authorise the Agent to execute the necessary documents to ensure that the Additional Term Loan Facility Commitment or the Additional RCF Commitment of the Additional Lenders or the Increasing Lenders, as the case may be, are assumed in accordance with this Clause 3.4 (Increase Option). m) Each Obligor confirms: (i) the authority of the Company to request and implement the increase of the Commitments in accordance with the procedures and up to the amounts permitted by this Agreement; and (ii) that all its guarantee and indemnity obligations as set out in Clause 19 (Guarantee), Clause 17 (Other Indemnities) or any other Clause or any other Finance Document will extend to include the Additional Term Loan Facility Commitment or the Additional RCF Commitment, as the case may be, of the Additional Lenders or the Increasing Lenders, as the case may be, that are committed in accordance with this Clause 3.4 (Increase Option).

Increase Option. Subject to As set forth in the prior written consent definition of “Class B Revolving Commitment”, the aggregate amount of the Administrative Agent (not to be unreasonably withheld), Class B Revolving Commitments as of the Borrower Closing Date is $0. The Company may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Class B Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of all such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00011,765,000. The Borrower Each existing Class B Revolving Lender (if any) shall have the right to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.24 (each such consenting Lender, an “Increasing Lender”). If one or more of the Class B Revolving Lenders fail to consent or collectively fail to commit to fund the full amount of such increase, the Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentnew banks, an “Increasing Lender”), financial institutions or by one or more new Eligible Assignees other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders any Class B Revolving Lender participating in the increase) shall be required for any increase in Class B Revolving Commitments pursuant to this Section 2.24Section. Increases Increased and new Class B Revolving Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Class B Revolving Lender hereunder. Each Joinder Agreement shall also set forth any other applicable terms of the Class B Revolving Commitments being provided thereby, including without limitation the Applicable Class B Advance Rate (which shall be identical among all Class B Revolving Lenders), other than pricing terms described in a separate Fee Letter. The Administrative Agent shall notify each Lender thereofClass A Revolving Lender, and the Company shall notify each Class B Revolving Lender, of each increase in Class B Revolving Commitments made pursuant to this Section 2.24. Notwithstanding the foregoing, no increase in the Commitments Revolving Commitment, (or in any the Class B Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) if on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) an Event of Default has occurred and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)is continuing. On the effective date of any increase in the CommitmentsRevolving Commitment, (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 determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityClass B Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of paying such amounts to make payments to such other Class B Revolving Lenders, each Class B Revolving Lender’s portion of the outstanding Class B Revolving Loans and outstanding Term Loans, as applicable, of all the Class B Revolving Lenders to equal its Pro Rata Share of such outstanding Class B Revolving Loans and outstanding Term Loans. For so long as Class B Revolving Commitments are $0, all provisions in this Agreement (other than this Section 2.24) relating to Class B Revolving Commitments, Class B Revolving Loans, as applicable, Class B Revolving Lenders and (ii) the Borrower related matters shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timewithout effect.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 5,000,000.00 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00025,000,000.00. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.26. Increases and new Revolving Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.21, (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.26 through the financial covenants set forth Facility Termination Date), (iii) the increase of Revolving Commitments shall be for the sole purpose of the purchase of a paper machine at a site located in Section 6.19)Mexicali, Mexico, (iv) the Administrative Agent shall have received an appraisal of all of Borrower's domestic real estate and domestic equipment in form and content acceptable to Administrative Agent, and (v) Administrative Agent shall have received a first-priority mortgage lien and security interest in all of Borrower's domestic real estate and domestic equipment for which such a lien or security has not been previously granted. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, 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 and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.26 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, at any time.

Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, 25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “"Increasing Lender”"), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “"Augmenting Lender”"), to increase their existing Commitments, Commitments or provide new Commitments, as the case may bebe but in each case on the same terms and conditions as the existing Commitments; provided that (i) each Augmenting Lender and each Increasing Lender Lender, shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Issuing Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and the Swingline Lenders and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Aggregate Commitments pursuant to this Section 2.242.20. Increases and new Commitments created pursuant to this Section 2.24 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (2ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). 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 holding Commitments in the applicable FacilityLenders, 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 's portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable(ii) each relevant Increasing Lender and Augmenting Lender will automatically and without further act be deemed to have assumed, and each existing Lender will FOURTH AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT – Page 64 be deemed to have assigned, a portion of participations hereunder in LC Exposure and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding Revolving Credit Exposure of each Lender (iiincluding each Augmenting Lender and each Increasing Lender) will equal each such Lender's Applicable Percentage and (iii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.03). 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 3.4 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.

Increase Option. Subject to the prior written consent (a) So long as no Default or Event of the Administrative Agent (not to be unreasonably withheld)Default has occurred and is continuing, the Borrower may from time request in writing that the then-effective Aggregate Revolving Commitments be increased to time (but in no event more than 3 times an aggregate amount which does not result in the aggregateAggregate Revolving Commitments being greater than (i) elect prior to the Covenant Trigger Date, $1,000,000,000 and (ii) on or after the Covenant Trigger Date, $1,150,000,000. Any such request shall (i) be submitted by the Borrower to the Lenders through the Administrative Agent not less than thirty (30) days prior to the proposed increase, (ii) specify the proposed effective date and amount of such increase (which shall be no less than $25,000,000), and (iii) be accompanied by a certificate signed by an officer of the Borrower stating that no Default or Event of Default has occurred and is continuing as of the date of the request or will result from the requested increase. Any such increase in the Aggregate Revolving Commitments shall not increase the Letter of Credit Sublimit or the Swingline Sublimit. (b) Each Lender may accept or reject a request for an increase in the amount of its Commitment in its sole and absolute discretion and, absent an affirmative written response within thirty (30) days after receipt of such request, shall be deemed to have rejected the request. The rejection of such a request by any number of Lenders shall not affect the Borrower’s right to increase the Aggregate Revolving Commitments pursuant to this Section 2.16. In responding to a request hereunder, each Lender that is willing to increase its Commitment and/or shall specify the amount of the proposed increase that such Lender is willing to assume. Each accepting Lender shall be entitled to participate ratably (based on its Applicable Percentage of the Commitments before such increase) in any resulting increase in the Aggregate Term CommitmentRevolving Commitments, subject to the right of the Administrative Agent to adjust allocations of the increased Aggregate Revolving Commitments so as to result in each case the amounts of the Applicable Percentage of the Lenders being in integral multiples of $5,000,000 100,000 (but it being understood that each accepting Lender shall have the option of agreeing or not agreeing to an allocation at a level that is higher than its Applicable Percentage before such increase). (c) If the aggregate principal amount offered to be assumed by the accepting Lenders is less than $25,000,000) or such lower the amount as requested, the Borrower may (i) reject the proposed increase in its entirety, (ii) accept the offered amounts or (iii) designate new lenders which qualify as Eligible Assignees and which are reasonably acceptable to the Administrative Agent agree uponas additional Lenders hereunder in accordance with Section 2.16(e) (each, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an a “Increasing New Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as which New Lenders may assume at a minimum Commitment level of $5,000,000 the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval amount of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Aggregate Revolving Commitments that has not been assumed by the accepting Lenders. (d) After completion of the foregoing, the Administrative Agent shall give written notification to the Lenders and any New Lenders of the increases to the Aggregate Revolving CHAR1\1806478v11 Commitments, which shall be either thereupon become effective upon compliance with the conditions precedent set forth in Section 2.16(f). (e) Each New Lender shall become an additional party hereto as a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) Lender concurrently with the effectiveness of the proposed increase in the case Aggregate Revolving Commitments upon its execution of an Increasing Lenderinstrument of joinder to this Agreement that is in form and substance reasonably acceptable to the Administrative Agent and that, in any event, contains the Borrower representations, warranties, indemnities and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than protections afforded to the Administrative Agent and the other Lenders participating in that would be granted or made by an assignee by means of the increaseexecution of an assignment and assumption agreement. Upon becoming a Loan Party hereto, a New Lender shall have all rights and obligations of a Lender under this Agreement. (f) shall be required for any increase in Commitments pursuant Subject to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no any increase to the Aggregate Revolving Commitments requested under this Section 2.16 shall be effective as of the date proposed by the Borrower and shall be in the principal amount equal to (i) the aggregate amount which consenting Lenders are allocated as increases to the amounts of their Commitments plus (or in ii) the aggregate amount allocated to any Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of New Lenders. Upon the effectiveness of any such increase, the Applicable Percentage of each Lender will be adjusted to give effect to the increase in the Aggregate Revolving Commitments. As conditions set forth to the effectiveness of any such increase to the Aggregate Revolving Commitments, the Borrower shall: (i) issue replacement Notes to each affected Lender and new Notes to each New Lender, in paragraphs each case if requested thereby; (aii) execute and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) deliver, and cause each Guarantor to execute and deliver, to the Administrative Agent shall have received a certificate such amendments to that effect dated such date and executed by an Authorized Officer reaffirmations of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents Loan Documents as the Administrative Agent may reasonably request relating to such increase; provided, however, that, (includingA) the Administrative Agent shall be permitted to enter into any such amendment without the execution thereof or consent thereto by any of the Lenders so long as the purpose of such amendment is solely to incorporate appropriate provisions for an increase of the Commitments as provided in this Section 2.16 and to make any technical or conforming changes required thereby, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with (B) the financial covenants set forth in Section 6.19). On Borrower shall procure that the effective date holders of any increase in the Commitments, (i) each relevant Increasing Lender Permitted Private Placement Debt execute and Augmenting Lender shall make available deliver to the Administrative Agent such amounts in immediately available funds amendments to any Intercreditor Agreement as the Administrative Agent shall determinemay reasonably request relating to such increase; (iii) execute and deliver, for and cause each Guarantor to execute and deliver, to the benefit Administrative Agent a certificate certifying and attaching board resolutions adopted by each of them approving or consenting to such increase; (iv) pay to the existing Lenders any break-funding costs which are payable in connection with the refinancing of any other Lenders holding Commitments Debt in the applicable Facility, as being required manner contemplated by Section 3.05; and (v) pay to each existing Lender participating in order to cause, after giving effect to such the increase and the use of such amounts to make payments each New Lender a loan commitment fee to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) be agreed among the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). 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 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timeapplicable Lenders and New Lenders.