Common use of New Commitments Clause in Contracts

New Commitments. At any time following the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the LC Facility Maturity Date, Borrower may by written notice to the Administrative Agent elect to request an increase to the Total LC Facility Deposit (any such increase, the “New LC Facility Deposits”), in an amount of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million in the aggregate during the term of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited). Such notice shall (A) specify the date (an “Increased Amount Date”) on which Borrower proposes that the New LC Facility Deposits be made, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (B) if applicable, specify any increase in the LC Facility LC Fees. Borrower shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution acceptable to the Administrative Agent (each such LC Facility Lender or financial institution, a “New LC Facility Lender”) to whom the New LC Facility Deposits have been allocated and the amounts of such allocations. Such New LC Facility Deposits shall become effective as of such Increased Amount Date; provided that (1) no Default shall exist on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, (2) the Administrative Agent does not object to any New LC Facility Lender and (3) such increase in the Total LC Facility Deposit shall be evidenced by (x) one or more joinder agreements executed and delivered to the Administrative Agent by each New LC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility Deposit, in each case in a form acceptable to the Administrative Agent and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.16(d).

New Commitments. At any time following the after completion of the primary syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six prior to the date which is 12 months prior to (i) in the LC case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Date, Borrower the Company may by written notice to the Administrative Agent elect to request an increase New Revolving Lenders to provide new Revolving Facility Commitments (the Total LC “New Revolving Facility Deposit Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (any such increase“New Term Loans” and, together with the New Revolving Facility Commitments, the “New LC Facility DepositsCommitments”)) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in an amount of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million in the aggregate during the term of the each case as otherwise permitted under this Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited). Such notice shall (A) specify the date (an the “Increased Amount Date”) on which Borrower the Company proposes that the such New LC Facility Deposits be madeTerm Commitments take effect, which shall be a date not less than five (5) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) if applicableprior to the date which is 12 months prior to, specify any increase in the LC case of New Revolving Facility LC FeesCommitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity Date. Borrower The Company shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each such LC Facility Lender or financial institutioneach, a “New LC Revolving Facility Lender”) to whom and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New LC Revolving Facility Deposits Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations. Such New LC Facility Deposits shall become effective as ; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on such the Increased Amount Date before or after giving effect to such New LC Facility DepositsCommitments, (2) the Administrative Agent does not object to any New LC Facility Lender and (34) such increase in the Total LC Facility Deposit New Commitments shall be evidenced by (x) one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New LC Facility Lender Lender, as applicable, on terms (other than pricing) and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility Deposit, in each case in a form acceptable documentation reasonably satisfactory to the Administrative Agent Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the registerRegister, each of which shall be subject to the requirements set forth in Section 2.16(d2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time following the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the LC Facility Maturity Closing Date, the Lead Borrower may by written notice to the Administrative Agent elect to request an increase to the Total LC Facility Deposit existing Commitments (any such increase, whether or not implemented through a separate tranche, a “Incremental Facility” and commitments thereunder, the “New LC Revolving Facility DepositsCommitments”), in by an amount not in excess of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million 150,000,000 in the aggregate during (the term “Maximum Incremental Amount”) or a lesser amount in integral multiples of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited)$5,000,000. Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Lead Borrower proposes that the New LC Revolving Facility Deposits Commitments shall be mademade available, which shall be a date not less than five (5) 5 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) if applicable, specify any increase in the LC Facility LC Fees. Borrower shall also notify or such shorter period as reasonably approved by the Administrative Agent in writing of the identity of each existing LC Agent). The New Revolving Facility Lender Commitments shall be provided by Revolving Facility Lenders, or other financial institution reasonably acceptable to the Administrative Agent (each such LC Facility Lender or financial institutioneach, a “New LC Revolving Facility Lender”) to whom the New LC Revolving Facility Deposits Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Revolving Facility Commitments may elect or decline, in its sole discretion, to provide a New Revolving Facility Commitment. Such New LC Revolving Facility Deposits Commitments shall become effective as of such Increased Amount Date; provided that (1i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New LC Revolving Facility DepositsCommitments and Loans; (ii) the representations and warranties contained in Article III and the other Loan Documents shall be true and correct in all material respects on and as of the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (iii) the New Revolving Facility Commitments if drawn shall count against the Borrowing Base; (iv) any Incremental Facility will mature no earlier than, and will require no scheduled amortization or differing mandatory commitment reduction prior to, the then maturity of the Revolving Facility, (2v) any Incremental Facility shall be on terms and pursuant to documentation applicable to and consistent with the Revolving Facility, (vi) no Incremental Facility shall be secured by any of the Collateral other than on a basis pari passu with or junior to the Revolving Facility, (vii) the Administrative Agent does not object guarantors under any Incremental Facility shall be limited to any New LC the Guarantors under the Revolving Facility Lender and (3viii) such increase in the Total LC Facility Deposit Commitments shall be evidenced by (x) one or more joinder agreements executed and delivered to the Administrative Agent by each New LC Revolving Facility Lender Lender; provided that, to the extent such terms and documentation are not consistent with the Revolving Facility (y) one or more confirmations except to the extent permitted by each existing LC Facility Lender providing a portion of the New LC Facility Depositproviso below), in each case in a form acceptable such other terms shall be reasonably satisfactory to the Administrative Agent and each Agent; provided, further, that in the event that the interest rate margins for any Incremental Facility are more than 0.50% per annum greater than the applicable interest rate margin under the Revolving Facility, the applicable interest rate margin under the Revolving Facility shall be recorded in the register, each of which shall be subject increased to the requirements set forth in Section 2.16(d)extent necessary so that the interest rate margins under the Revolving Facility are equal to the interest rate margins for such Incremental Facility minus 0.50% per annum.

New Commitments. At any time following prior to the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six date which is 12 months prior to (i) in the LC case of Revolving Facility Loans, the Tranche 2 Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term C-23 Loan Maturity Date, Borrower the Company may by written notice to the Administrative Agent (a “New Commitment Election Notice”) elect to request an increase New Revolving Lenders to provide new Revolving Facility Commitments (the Total LC “New Revolving Facility Deposit Commitments”) and/or New Term Lenders to provide Commitments to make incremental Term Loans hereunder (any such increase“New Term Loans” and, together with the New Revolving Facility Commitments, the “New LC Facility DepositsCommitments”)) in an aggregate principal amount for all such New Commitments made after the Amendment No. 4 Effective Date not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in an amount of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million in the aggregate during the term of the each case as otherwise permitted under this Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited). Such notice New Commitment Election Notice shall (A) specify the date (an the “Increased Amount Date”) on which Borrower the Company proposes that the such New LC Facility Deposits be madeTerm Commitments take effect, which shall be a date not less than five (5) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) if applicableprior to the date which is 12 months prior to, specify any increase in the LC case of New Revolving Facility LC FeesCommitments, the Tranche 2 Revolving Facility Maturity Date and, in the case of New Term Loans, the Term C-23 Loan Maturity Date. Borrower The Company shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution reasonably acceptable to the Administrative Agent (each such LC and, in the case of any New Revolving Facility Lender or financial institution(as defined below), reasonably acceptable to the Issuing Bank and Swingline Lender) to whom such new Revolving Facility Commitments (each, a “New LC Revolving Facility Lender”) to whom and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New LC Revolving Facility Deposits Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations. Such New LC Facility Deposits shall become effective as ; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment and any Lender that fails to respond to any such request shall be deemed to have declined to provide such New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) (x) subject to clause (y) below, all such New Term Loans shall be added to, and thereafter constitute, then outstanding Dollar Term Loans or Euro Term Loans, as the case may be, and shall constitute (and be deemed of the same Class with) Term C-23 Loans or any later-maturing Class of Term Loans then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, although (y) the Company may elect instead to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder in the New Commitment Election Notice to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Term C-23 Loans, or such later-maturing Class of Term Loans, as the case may be, theretofore incurred and then outstanding, and such Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, shall be deemed a new Class of Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be and (z) all such New Revolving Facility Commitments shall constitute (and be deemed of the same Class with) Tranche 2 Revolving Commitments or any later-maturing Class of Extended Maturity Commitments then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, (3) no Default or Event of Default shall exist on such the Increased Amount Date before or after giving effect to such New LC Facility DepositsCommitments, (2) the Administrative Agent does not object to any New LC Facility Lender and (34) such increase in the Total LC Facility Deposit New Commitments shall be evidenced by (x) one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New LC Facility Lender Lender, as applicable, on terms (other than pricing) and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility Deposit, in each case in a form acceptable documentation reasonably satisfactory to the Administrative Agent Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the registerRegister, each of which shall be subject to the requirements set forth in Section 2.16(d2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million[reserved], (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time following time, the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the LC Facility Maturity Date, Borrower Company may by written notice to the Administrative Agent elect to request an increase to the Total LC Facility Deposit existing Revolving Commitments (any such increase, the “New LC Facility DepositsRevolving Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Commitments, if any, the “New Commitments”), in by an amount not in excess of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million 100,000,000 in the aggregate during the term or a lesser amount in integral multiples of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited)$25,000,000. Such notice shall (A) specify the date (an “Increased Amount Date”) on which Borrower the Company proposes that the New LC Facility Deposits be madeCommitments and, which shall be a date not less than five (5) Business Days after in the case of Incremental Term Loans, the date on which such notice is delivered to the Administrative Agent and (B) if for borrowing, as applicable, specify any increase in the LC Facility LC Feesbe made available. Borrower The Company shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution (each, a “New Revolving Lender”, an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender, each New Lender (other than a New Lender that is an existing Lender or an Approved Fund of an existing Lender or, in the case of an Incremental Term Lender, an Affiliate of an existing Lender) must be reasonably acceptable to the Administrative Agent and, in the case of any New Revolving Lender, each LC Issuer (such acceptance, in each such LC Facility Lender case, not to be unreasonably withheld, delayed or financial institution, a “New LC Facility Lender”conditioned)) to whom the New LC Facility Deposits Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such The New LC Facility Deposits Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date or such other date agreed to by the applicable New Lenders; provided that (1) no Default the conditions set forth in paragraphs of (a), (b) and (c) of Section 4.02 shall exist be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, Commitments and Loans; (2) the Administrative Agent does not object to any New LC Facility Lender and (3) such increase in the Total LC Facility Deposit Revolving Commitments and/or the Incremental Term Loans shall be evidenced by (x) one or more joinder agreements executed and delivered to the Administrative Agent by each New LC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility DepositLender, in each case in a form acceptable to the Administrative Agent as applicable, and each shall be recorded in the registerRegister, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.16(d)2.17; and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments.

New Commitments. At any time and from time to time following the completion of the syndication of the credit facilities provided herein Facilities (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to Administrative Agent), the LC Facility Maturity Date, U.S. Borrower may by written notice to the Administrative Agent elect to request an increase to the Total LC Facility Deposit additional term loan commitments (any such increase, the “New LC Facility Deposits”Term Commitments)” by an amount not in excess of, together with any Indebtedness outstanding under Section 6.01(v), in an amount the Dollar Equivalent of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 250.0 million in the aggregate during the term or a lesser amount in integral multiples of the Agreement. In connection with Dollar Equivalent of $10.0 million but not less than the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited)Dollar Equivalent of $150.0 million. Such notice shall (A) specify the date (an “Increased Amount Date”) on which the U.S. Borrower proposes that the New LC Facility Deposits Term Commitments be mademade available for borrowing, which shall be a date not less than five (5) 5 Business Days after the date on which such notice is delivered to the Administrative Agent Agent, and (B) if applicable, specify any increase in offer each Term Lender the LC Facility LC Feesright to provide New Term Commitments on a pro rata basis. The U.S. Borrower shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Term Lender or other financial institution reasonably acceptable to the Administrative Agent (each such LC Facility Lender or financial institutioneach, a “New LC Facility Term Lender”) to whom the New LC Facility Deposits Term Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such Loans made pursuant to such New LC Facility Deposits Term Commitments (“New Term Loans”) shall become effective as of be made on such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, Term Commitments and Loans; (2) the Administrative Agent does not object U.S. Borrower shall make any payments required pursuant to any Section 2.16 in connection with the provisions of the New LC Facility Lender and Term Commitments; (3) such increase the maturity date of New Term Loans shall not be earlier than the Term Loan Maturity Date; (4) the weighted average life to maturity of any New Term Loans shall be no shorter than the weighted average life to maturity of the existing Term Loans; (5) in the Total LC Facility Deposit event that the Applicable Margins for any New Term Loans are more than 50 basis points greater than the Applicable Margins for the Term Loans, then the Applicable Margins for the Term Loans shall be increased to the extent necessary so that the Applicable Margins for the New Term Loans are no more than 50 basis points greater than the Applicable Margins for the Term Loans; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the New Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the U.S. Borrower to the Lenders of the Term Loans or the New Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the New Term Loans shall be excluded; (6) in the event that the minimum Adjusted Eurocurrency Rate (the “LIBOR Floor”) for any New Term Loans is greater than the LIBOR Floor for the Term Loans, then the LIBOR Floor for the Term Loans shall be increased to the extent necessary so that the LIBOR Floor for the New Term Loans is no greater than the LIBOR Floor for the Term Loans; (7) after giving pro forma effect to the Borrowings to be made on the Increased Amount Date and to any change to EBITDA and any increases in Indebtedness resulting from the consummation of a permitted acquisition concurrently with such borrowing, Holdings shall be in compliance with the Financial Performance Covenants as of the most recent Test Period for which financial statements were delivered pursuant to Section 5.04(a) or (b) or, if prior to the first delivery date for such financial statements hereunder, as of the end of the period for which the most recent financial statements of Holdings are available and if the last day of any such period is prior to the first Test Period for which the Financial Performance Covenants are tested, the levels for the first Test Period for which the Financial Performance Covenants are tested shall be deemed to apply for such purpose; (8) all obligations under the Existing Credit Agreement have been repaid in full after giving effect to such New Term Commitments and Loans and all Liens thereunder have been discharged before or after giving effect to such New Term Loan Commitments and Loans; (9) after giving effect to such New Term Loans, there shall be no more than $500.0 million of Existing Senior Notes outstanding and (10) such addition of New Term Commitments and New Term Loans shall be evidenced by (x) one or more joinder agreements Increase Joinders (as defined below) executed and delivered to the Administrative Agent by each New LC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility DepositTerm Lender, in each case in a form acceptable to the Administrative Agent as applicable, and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.16(d2.17(e).

New Commitments. At any time following (a) The New Lender shall have a New Revolving Commitment in the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the LC Facility Maturity Date, Borrower may by written notice to the Administrative Agent elect to request an increase to the Total LC Facility Deposit (any such increase, the “New LC Facility Deposits”), in an amount of $5.0 million or an integral multiple 100,000,000. On the Amendment Effective Date, and so long as the conditions set forth in Section 5.2 are satisfied, (a) the New Lender shall purchase from each of $1.0 million in excess the Revolving Lenders, at the principal amount thereof, but not in an amount greater than $10.0 million such interests in the aggregate during Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and the term New Lender ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Commitments, (b) the New Revolving Commitment of the Agreement. In connection with New Lender shall be deemed for all purposes a Revolving Commitment and each Loan made under such New Revolving Commitment shall be deemed, for all purposes, a Revolving Loan, and (c) the New LC Facility Deposits, Borrower may, but Lender shall not be required to, increase the LC Facility LC Fees become a Revolving Lender with respect to the LC Facility Deposits its New Revolving Commitment and all matters relating thereto. (which increase shall also be applicable to LC Facility Deposits previously deposited). Such notice shall (Ab) specify the date (an “Increased Amount Date”) on which Borrower proposes that the New LC Facility Deposits be made, which shall be a date not less than five (5) Business Days From and after the date on which such notice is delivered hereof, the New Lender shall be deemed to be a Lender for all purposes of the Credit Agreement, and each reference to the Lenders in the Credit Agreement shall be deemed to include the New Lender. The New Lender appoints JPMorgan Chase Bank, N.A. as the Administrative Agent and (B) if applicable, specify any increase in the LC Facility LC Fees. Borrower shall also notify authorizes the Administrative Agent in writing of to take such action on its behalf and to exercise such powers under the identity of each existing LC Facility Lender or other financial institution acceptable to the Administrative Agent (each such LC Facility Lender or financial institution, a “New LC Facility Lender”) to whom the New LC Facility Deposits have been allocated Credit Agreement and the amounts of such allocations. Such New LC Facility Deposits shall become effective other Loan Documents as of such Increased Amount Date; provided that (1) no Default shall exist on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, (2) the Administrative Agent does not object to any New LC Facility Lender and (3) such increase in the Total LC Facility Deposit shall be evidenced by (x) one or more joinder agreements executed and delivered are delegated to the Administrative Agent by each the terms thereof, together with such powers as are reasonably incidental thereto. (c) The New LC Facility Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment No. 2 and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.6 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Commitments, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment No. 2, (v) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment No. 2, and (yvi) one or more confirmations if it is a Foreign Lender, any documentation required to be delivered by each existing LC Facility Lender providing a portion it pursuant to the terms of the New LC Facility Deposit, in each case in a form acceptable Credit Agreement has been delivered to the Administrative Agent; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent or any other Lender, and each based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.16(d)performed by it as a Lender.

New Commitments. At any time following (i) The Borrower shall have the completion of the syndication of the credit facilities provided herein right to request (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the LC Facility Maturity Date, Borrower may by written notice to the Administrative Agent elect to request an increase Agent), at any time after the Effective Date, that one or more Lenders (and/or one or more other Persons which are Eligible Assignees and which will become Lenders (each, a “New Term Loan Lender”)) add one or more new term loan facilities to the Total LC Term Loan Facility Deposit (any such increaseeach, the a “New LC Facility DepositsTerm Loan Facility”), New Commitments to the Borrower in an respect thereof and, subject to the terms and conditions contained in this Agreement and in the respective commitment agreement with such New Term Loan Lender, make Term Loans (“New Term Loans”) pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide a New Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide a New Commitment, such Lender shall not be obligated to fund any New Term Loans; (ii) any Lender (including any New Term Loan Lender) may so provide a New Commitment without the consent of any other Lender; (iii) the amount of each Class of New Commitments shall be in a minimum aggregate amount for all Lenders which provide a New Commitment under such Class of New Term Loans of at least $5.0 million or an 5,000,000 and in integral multiple multiples of $1.0 million 1,000,000 in excess thereof, but not in an amount greater than $10.0 million in ; (iv) the aggregate during amount of all New Commitments provided pursuant to this Section 2.05(e) and the term aggregate principal amount of the Agreement. In connection with the all New LC Facility Deposits, Borrower may, but Term Loans to be made pursuant thereto shall not exceed the Maximum Incremental Amount at such time; (v) the up-front fees and, if applicable, any unutilized commitment fees and/or other fees, payable to each New Term Loan Lender in respect of each New Commitment shall be required to, increase separately agreed to by the LC Facility LC Fees with respect to the LC Facility Deposits Borrower and each such New Term Loan Lender; (which increase shall also be applicable to LC Facility Deposits previously deposited). Such notice vi) each Class of New Term Loans shall (A) specify have a Maturity Date of no earlier than the Maturity Date of any Class of Term Loans then existing, (B) have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for any Class of Term Loans then existing and (C) be subject to the Applicable Margins as are set forth in the commitment agreement governing such Class of New Term Loans; (vii) the proceeds of all New Term Loans shall be used only for the purposes permitted by Section 2.17; (viii) each New Term Loan commitment agreement shall specifically designate the Class or Classes of the New Commitments being provided thereunder (which Class shall be a new Class (i.e., not the same as any other then existing Class of Term Loans)); (ix) all New Term Loans (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement; (x) each Lender (including any New Term Loan Lender) agreeing to provide a New Commitment shall, subject to satisfaction of the relevant conditions set forth in this Agreement and in the commitment agreement between such Lender and the Borrower, make New Term Loans as specified in such New Term Loan commitment agreement and such New Term Loans shall thereafter be deemed to be New Term Loans under such Class for all purposes of this Agreement; (xi) except as otherwise set forth in this Section 2.05(e) or otherwise as shall be reasonably satisfactory to the Agent (acting at the written direction of Required Lenders), such New Term Loan Facility shall have the same terms as the Initial Term Loan Facility; (xii) each New Term Loan Facility shall share ratably in any prepayments of Term Loans (unless such New Term Loan Facility agrees to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments); (xiii) no Default or Event of Default then exists or would result therefrom; (xiv) all of the representations and warranties contained herein are true and correct in all material respects at such time (it being understood that (x) any representation and warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects and (y) any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (an “Increased Amount Date”or all respects, as the case may be) on which as of such earlier date); and (xv) the Borrower proposes agrees to terminate in full any unutilized Initial Commitments, if any, prior to obtaining any New Commitments. No New Commitment shall be effective until the Agent shall have received a certificate from the Chief Financial Officer or Treasurer of the Borrower certifying that the conditions set forth in this Section 2.05(e) have been satisfied. (ii) New LC Facility Deposits Commitments shall become Commitments under this Agreement pursuant to an Incremental Amendment executed by the Borrower, each New Term Loan Lender providing such New Commitment and the Agent. The Incremental Amendment may, without the consent of any other Lender, effect such amendments to this Agreement as may be madenecessary or appropriate, in the reasonable opinion of the Agent (acting at the written direction of Required Lenders) and the Borrower, to effect the provisions of this Section 2.05(e). To the extent reasonably requested by the Agent (acting at the written direction of Required Lenders), the Agent shall have received customary legal opinions, board resolutions, officers’ certificates and/or solvency certificates consistent with those delivered on the Effective Date under Section 3.01 (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Required Lenders). (iii) Notwithstanding anything to the contrary contained above in this Section 2.05, the New Commitments provided by a New Term Loan Lender or New Term Loan Lenders, as the case may be, shall constitute a new Class, which shall be separate and distinct from the existing Classes pursuant to this Agreement (with a date not less than five designation which may be made in letters (5i.e., A, B, C, etc.), numbers (1, 2, 3, etc.) or a combination thereof (i.e., X-0, X-0, X-0, X-0, X-0, X-0, C-1, C-2, C-3, etc.)). (iv) Notwithstanding anything to the contrary set forth in this Section 2.05(e), the Borrower hereby agrees to offer the existing Lenders a right of first refusal for a period of at least three (3) Business Days after to provide any New Commitments on the date on which such notice is delivered same terms and conditions offered to the Administrative Agent and (B) if applicable, specify any increase in the LC Facility LC Fees. Borrower shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution acceptable to the Administrative Agent (each such LC Facility Lender or financial institution, a “potential New LC Facility Lender”) to whom the New LC Facility Deposits have been allocated and the amounts of such allocations. Such New LC Facility Deposits shall become effective as of such Increased Amount DateTerm Loan Lenders; provided that (1) no Default Lender shall exist on such Increased Amount Date before or after giving effect be obligated to provide such New LC Facility Deposits, (2) the Administrative Agent does not object to any New LC Facility Lender and (3) such increase in the Total LC Facility Deposit shall be evidenced by (x) one or more joinder agreements executed and delivered to the Administrative Agent by each New LC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility Deposit, in each case in a form acceptable to the Administrative Agent and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.16(d)Commitment.

New Commitments. At any time following time, the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the LC Facility Maturity Date, Borrower Company may by written notice to the Administrative Agent elect to request an increase to the Total LC existing Revolving Facility Deposit Commitments (any such increase, the “New LC Revolving Facility DepositsCommitments”) and/or the Term Loan Commitments (any such increase, the “New Term Commitments” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), in by an amount of $5.0 million or an integral multiple of $1.0 million not in excess thereof, but not in an amount greater than $10.0 of U.S.$150.0 million in the aggregate during the term or a lesser amount in integral multiples of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited)U.S.$25.0 million. Such notice shall (A) specify the date (an “Increased Amount Date”) on which Borrower the Company proposes that the New LC Facility Deposits be madeCommitments and, which shall be a date not less than five (5) Business Days after in the case of New Term Commitments, the date on which such notice is delivered to the Administrative Agent and (B) if for borrowing, as applicable, specify any increase in the LC Facility LC Feesbe made available. Borrower The Company shall also notify the Administrative Agent in writing of the identity of each existing LC Revolving Facility Lender, Term Lender or other financial institution reasonably acceptable to the Administrative Agent (each such LC Facility Lender or financial institutioneach, a “New LC Revolving Facility Lender,” a “New Term Lender” or generally, a “New Lender”) to whom the New LC Facility Deposits Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New LC Facility Deposits Commitments shall become effective as of such Increased Amount Date, and in the case of New Term Commitments, such new Term Loans in respect hereof (“New Term Loans”) shall be made on such Increased Amount Date; provided that (1) no Default the conditions set forth in paragraphs of (a) and (b) of Section 4.02 shall exist be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, Commitments and Loans; (2) the Administrative Agent does not object to any New LC Facility Lender and (3) such increase in the Total LC Revolving Facility Deposit Commitments and/or the Term Loan Commitments shall be evidenced by (x) one or more joinder agreements executed and delivered to the Administrative Agent by each New LC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility DepositLender, in each case in a form acceptable to the Administrative Agent as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.16(d2.17(e); and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments.

New Commitments. At any time following the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the LC Facility Maturity Closing Date, the Initial Borrower may by written notice to the Administrative Agent elect to request (i) an increase to the Total LC Facility Deposit existing Commitments (any such increase, a “Revolving Facility Increase”) (ii) the establishment of one or more additional tranches of revolving credit commitments (the “Additional/Replacement Revolving Credit Commitments” and, together with any Revolving Facility Increase, the “New LC Revolving Facility DepositsCommitments”) and/or (iii) establish one or more tranches of term loan commitments (any such commitments, the “New Term Commitments” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an aggregate amount not in an excess of any amount by which the Commitments have previously been reduced or cancelled (the “Maximum Incremental Amount”) or a lesser amount in integral multiples of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million in the aggregate during the term of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited)5,000,000. Such notice shall specify (Ax) specify the date (an “Increased Amount Date”) on which the Initial Borrower proposes that the New LC Facility Deposits Commitments shall be mademade available and (y) in the case of New Term Commitments, the date the new Term Loans shall be made available, which shall be a date not less than five (5) 5 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) if applicable, specify any increase in Agent. The Company or the LC Facility LC Fees. Initial Borrower shall also notify the Administrative Agent in writing of the identity of the Borrower(s) of the New Commitments and each existing LC Revolving Facility Lender Lender, or other financial institution reasonably acceptable to the Administrative Agent (each such LC Facility Lender or financial institutioneach, a “New LC Revolving Facility Lender,” a “New Term Lender” or generally, a “New Lender”, as applicable) to whom the New LC Facility Deposits Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New LC Facility Deposits Commitments shall become effective as of such Increased Amount Date, and in the case of New Term Commitments, such new term loans in respect thereof (“New Term Loans”) shall be made on such Increased Amount Date; provided that (1i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, Commitments and Loans; (2ii) the Administrative Agent does not object representations and warranties contained in Article III and the other Loan Documents shall be true and correct in all material respects on and as of the Increased Amount Date, except to any the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (iii) the Company and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such New LC Facility Lender Commitments and Loans, with the Financial Performance Covenant, recomputed as at the last day of the most recently ended fiscal quarter of the Company and its Subsidiaries; (3iv) such increase in the Total LC Facility Deposit Commitments and/or such establishment of the New Term Loan Commitments shall be evidenced by (x) one or more joinder agreements executed and delivered to the Administrative Agent by each New LC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility DepositLender, in each case in a form acceptable to the Administrative Agent as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.16(d2.09(e); (v) the applicable Borrower(s) shall make any payments required pursuant to Section 2.18 in connection with the provisions of the New Commitments; and (vi) if the interest rate of any New Term Loans or New Revolving Facility Commitments exceeds the Applicable Margin by more than 50 basis points (the amount of such excess over 50 basis points being referred to herein as the relevant “Yield Differential”), then the Applicable Margin for each adversely affected existing New Term Loan or existing Revolving Facility Commitment, as applicable, shall automatically be increased by the Yield Differential, effective upon the making of the New Term Loan or the providing of the New Revolving Facility Commitment, as the case may be.

New Commitments. At (a) Without limiting the provisions of Section 7(b) below, each of the Corporation and Starwood REIT confirms to the Lenders that it has not heretofore obtained, and it has no further right to obtain, any New Tranche II Term Loan Commitments, New Revolving Loan Commitments or New Commitments, in each case, under, and as defined in, the Fourth Amendment. (b) The Lenders agree that, at any time following the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months from time to time on or prior to June 30, 2001, the LC Facility Maturity DateBorrowers shall have the right to increase the Tranche II Term Loan Commitments (each such increase, Borrower may a "New Tranche II Term Loan Commitment" or a "New Commitment") as more fully described below, by written an aggregate amount of up to $500,000,000 by notice (a "New Commitment Notice") to the Administrative Agent elect Agents given at least 3 Business Days before the respective New Commitment Effective Date (as defined below) and upon the following terms and conditions: 10 (i) on each date upon which any New Tranche II Term Loan Commitment becomes effective in accordance with the terms of the respective Assumption Agreement described in clause (ii) below (each such date, a "New Commitment Effective Date"), no Specified Default and no Event of Default shall be in existence (and no Specified Default and no Event Default shall result therefrom); (ii) on or prior to request each New Commitment Effective Date, each Lender (which may be an increase existing Lender or a new Lender) furnishing a New Commitment shall have executed and delivered to the Total LC Facility Deposit (any such increase, the “New LC Facility Deposits”), in Paying Agent an amount of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million Assumption Agreement in the aggregate during the term form of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees Annex II attached to this Amendment with respect to the LC Facility Deposits New Commitments of such Lender (each an "Assumption Agreement"), appropriately completed to the reasonable satisfaction of the Paying Agent (and with such modifications as may be approved by the Paying Agent); (iii) the consent of the Paying Agent (which increase consent shall also not to be applicable unreasonably withheld or delayed) shall be required to LC Facility Deposits previously depositedeach Lender which furnishes one or more New Commitments and the assumption of such New Commitments shall otherwise be made in compliance with the relevant requirements expressed in Section 13.04(b) of the Credit Agreement with respect to assignments (including, without limitation that the respective entity assuming any New Commitments shall be an Eligible Transferee, compliance with the minimum amounts provided in Section 13.04(b) and the requirement that the Paying Agent receive the fees provided in said Section 13.04(b). Such notice shall ); (A) specify the date (an “Increased Amount Date”iv) on which Borrower proposes that each New Commitment Effective Date, additional Tranche II Term Loans shall be extended pursuant to the New LC Facility Deposits be madeCommitments; (v) based on the information contained in the respective Assumption Agreement, which and consistent with the requirements set forth above, on each New Commitment Effective Date Schedule I-A and Schedule II to the Credit Agreement shall be deemed amended accordingly; (vi) each Lender furnishing a date not less than five (5) Business Days after New Tranche II Term Loan Commitment shall, on the date on which such notice is delivered respective New Commitment Effective Date, make Tranche II Term Loans to the Administrative Agent and (B) if applicableCorporate Borrowers, specify any increase consistent with the manner provided in the LC Facility LC Fees. Borrower shall also notify the Administrative Agent in writing Section 1.01 of the identity of each existing LC Facility Lender or other financial institution acceptable Credit Agreement, in an aggregate principal amount equal to the Administrative Agent (each such LC Facility Lender or financial institution, a “New LC Facility Lender”) to whom the New LC Facility Deposits have been allocated and the amounts Tranche II Term Loan Commitment of such allocations. Such Lender (which New LC Facility Deposits Tranche II Term Loan Commitment shall become effective as of such Increased Amount Date; provided that (1) no Default shall exist on such Increased Amount Date before or terminate immediately after giving effect to such funding); (vii) notwithstanding anything to the contrary contained in the Credit Agreement, each Borrowing of Tranche II Term Loans outstanding pursuant to the Credit Agreement at any time after the first date upon which any New LC Facility DepositsTranche II Term Loans are extended shall consist exclusively of either (x) Existing Tranche II Term Loans (with each Lender which holds any outstanding Existing Tranche II Term Loans to participate proportionately in each outstanding Borrowing of Existing Tranche II Term Loans) or (y) New Tranche II Term Loans (with each Lender which holds any outstanding New Tranche II Term Loans to participate proportionately in each outstanding Borrowing of New Tranche II Term Loans); provided that the New Tranche II Term Loans made by each Lender at any time after the first New Commitment Effective Date pursuant to which New Tranche II Term Loans are 11 extended shall (1) be allocated proportionately to each Borrowing of New Tranche II Term Loans then outstanding (based upon the relative aggregate principal amounts of each such Borrowing), (2) bear interest at the Administrative Agent does not object to any New LC Facility Lender same rates as are applicable thereto and (3) to the extent the amount so added to any such increase Borrowing is in respect of a Borrowing of Eurodollar Loans with an Interest Period which began prior to, and ends after, the respective New Commitment Effective Date, the Borrowers and such Lender may agree, as between themselves, for the payment of any amounts to the respective Lender to compensate it for extending the respective Tranche II Term Loans during an existing Interest Period; (viii) on or prior to each New Commitment Effective Date, but subject to the provisions of Section 1.06(j) of the Credit Agreement, the Corporate Borrowers shall execute and deliver to each Lender furnishing a New Tranche II Term Loan Commitment a Tranche II Term Note payable to the order of such Lender in the Total LC Facility Deposit stated amount equal to such New Tranche II Term Loan Commitment (in each case appropriately completed); (ix) notwithstanding anything to the contrary contained in the Credit Agreement, the following provisions shall govern: (A) each Interim Tranche II Scheduled Repayment shall be evidenced applied only to the repayment of Existing Tranche II Term Loans on a pro rata basis (based upon the then outstanding amount of Existing Tranche II Term Loans); (B) on each New Commitment Effective Date, the Final Tranche II Scheduled Repayment shall be increased by the aggregate amount of the New Tranche II Term Loan Commitments furnished on such New Commitment Effective Date; (C) on the Tranche II Maturity Date, all then outstanding Tranche II Term Loans (including all then outstanding Existing Tranche II Term Loans and all New Tranche II Term Loans) shall be repaid in full; (D) in connection with any voluntary prepayment of Tranche II Term Loans by any Borrower under Section 4.01(v) of the Credit Agreement, such Borrower shall designate in the notice described in Section 4.01(i) of the Credit Agreement whether Existing Tranche II Term Loans and/or New Tranche II Term Loans shall be prepaid and, if applicable, the amount of Existing Tranche II Term Loans and/or New Tranche II Term Loans being so repaid, and the respective voluntary prepayment shall be applied to the Existing Tranche II Term Loans and/or New Tranche II Term Loans in accordance with such designation (with each Lender holding Existing Tranche II Term Loans or New Tranche II Term Loans, as the case may be, to receive its share of such prepayment on a pro rata basis, based upon the relative amounts of Existing Tranche II Term Loans or New Tranche II Term Loans, as the case may be, held by the various Lenders); (1) each voluntary prepayment of New Tranche II Term Loans shall apply to reduce the then remaining Final Tranche II Scheduled Repayment, with the entire amount of such prepayment to be so applied only to the repayment of New Tranche II Term Loans on a pro rata basis (based on the then outstanding amount of New Tranche II Term Loans) and (2) each voluntary prepayment of Existing Tranche II Term Loans shall apply to reduce the 12 then remaining Tranche II Scheduled Repayments on a pro rata basis (based upon the then remaining amounts of such Tranche II Scheduled Repayments, after giving effect to all prior reductions thereto, but for purposes of such calculation reducing the Final Tranche II Scheduled Repayment by the aggregate principal amount of New Tranche II Term Loans then outstanding), with the entire amount of such prepayment to be applied only to the repayment of Existing Tranche II Term Loans on a pro rata basis (based upon the then outstanding amount of Existing Tranche II Term Loans); (F) if on any date any amount to be applied pursuant to the provisions of Section 4.02(h) of the Credit Agreement is to be applied (x) one or more joinder agreements executed and delivered to reduce any Interim Tranche II Scheduled Repayments, the amount to be so applied shall be applied only to the Administrative Agent by each New LC Facility Lender and repayment of Existing Tranche II Term Loans on a pro rata basis (based upon the then outstanding amount of Existing Tranche II Term Loans) or (y) one or more confirmations to reduce the Final Tranche II Scheduled Repayment, the amount to be so applied shall be applied as follows: (1) an amount equal to (x) the amount to be applied to reduce the Final Tranche II Scheduled Repayment at such time multiplied by each existing LC Facility Lender providing (y) the Existing Tranche II Term Loan Percentage shall be applied to the repayment of the Existing Tranche II Term Loans on a portion pro rata basis (based on the then outstanding amount of Existing Tranche II Term Loans) and (2) the balance shall be applied to the payment of the New LC Facility DepositTranche II Term Loans on a pro rata basis (based on the then outstanding amount of New Tranche II Term Loans); and (G) on the date of each repayment of outstanding Tranche II Term Loans (excluding any repayment in full of all then outstanding Tranche II Term Loans) the respective repayments of principal shall be allocated amongst the then outstanding Borrowings in a manner consistent with the foregoing requirements of this clause (ix). Notwithstanding anything to the contrary contained above or elsewhere in this Tenth Amendment, it is acknowledged and agreed that no Lender shall be required to provide any New Commitment, except to the extent agreed in writing by such Lender with the Borrowers (with each Lender being entitled in its sole discretion not to furnish any New Commitment). Without limiting the representations and warranties contained in the Credit Agreement (which are made on the date of the occurrence of each Credit Event), the Borrowers represent and warrant that all extensions of credit pursuant to the New Commitments (or which would be in excess of the amount permitted pursuant to the Credit Agreement in the absence of the New Commitments), shall in each case in a form acceptable be permitted to be incurred pursuant to clause (a) or clause (i) of the second paragraph, or pursuant to the Administrative Agent first paragraph, of Section 5.9 of the Senior Secured Bridge Note Agreement (so long as same is in effect) and each shall be recorded that the Liens securing such extensions of credit are permitted in accordance with Section 5.12 of the register, each of which shall be subject to the requirements set forth Senior Secured Bridge Note Agreement (so long as same remains in Section 2.16(deffect). (c) The Credit Agreement is hereby amended by adding, immediately after the end of Section 1.18 thereof, the following new provision:

New Commitments. At any time following time, the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the LC Facility Maturity Date, Borrower Company may by written notice to the Administrative Agent elect to request an increase to the Total LC existing Revolving Facility Deposit Commitments (any such increase, the “New LC Revolving Facility DepositsCommitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), in by an amount of $5.0 million or an integral multiple of $1.0 million not in excess thereof, but not in an amount greater than $10.0 of U.S.$200.0 million in the aggregate during the term or a lesser amount in integral multiples of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited)U.S.$25.0 million. Such notice shall (A) specify the date (an “Increased Amount Date”) on which Borrower the Company proposes that the New LC Facility Deposits be madeCommitments and, which shall be a date not less than five (5) Business Days after in the case of Incremental Term Loans, the date on which such notice is delivered to the Administrative Agent and (B) if for borrowing, as applicable, specify any increase in the LC Facility LC Feesbe made available. Borrower The Company shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution reasonably acceptable to the Administrative Agent (each such LC Facility Lender or financial institutioneach, a “New LC Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the New LC Facility Deposits Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New LC Facility Deposits Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date; provided that (1) no Default the conditions set forth in paragraphs of (a) and (b) of Section 4.02 shall exist be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, Commitments and Loans; (2) the Administrative Agent does not object to any New LC Facility Lender and (3) such increase in the Total LC Revolving Facility Deposit Commitments and/or the Incremental Term Loans shall be evidenced by (x) one or more joinder agreements executed and delivered to the Administrative Agent by each New LC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility DepositLender, in each case in a form acceptable to the Administrative Agent as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.16(d2.17(e); and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments.

New Commitments. At any time following prior to the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six date which is 12 months prior to (i) in the LC case of Revolving Facility Loans, the Tranche 2 Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term C Loan Maturity Date, Borrower the Company may by written notice to the Administrative Agent (a “New Commitment Election Notice”) elect to request an increase New Revolving Lenders to provide new Revolving Facility Commitments (the Total LC “New Revolving Facility Deposit Commitments”) and/or New Term Lenders to provide Commitments to make incremental Term Loans hereunder (any such increase“New Term Loans” and, together with the New Revolving Facility Commitments, the “New LC Facility DepositsCommitments”)) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in an amount of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million in the aggregate during the term of the each case as otherwise permitted under this Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited). Such notice New Commitment Election Notice shall (A) specify the date (an the “Increased Amount Date”) on which Borrower the Company proposes that the such New LC Facility Deposits be madeTerm Commitments take effect, which shall be a date not less than five (5) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) if applicableprior to the date which is 12 months prior to, specify any increase in the LC case of New Revolving Facility LC FeesCommitments, the Tranche 2 Revolving Facility Maturity Date and, in the case of New Term Loans, the Term C Loan Maturity Date. Borrower The Company shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each such LC Facility Lender or financial institutioneach, a “New LC Revolving Facility Lender”) to whom and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New LC Revolving Facility Deposits Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations. Such New LC Facility Deposits shall become effective as ; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) (x) subject to clause (y) below, all such New Term Loans shall be added to, and thereafter constitute, then outstanding Dollar Term Loans or Euro Term Loans, as the case may be, and shall constitute (and be deemed of the same Class with) Term C Loans or any later-maturing Class of Term Loans then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, although (y) the Company may elect instead to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder in the New Commitment Election Notice to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Term C Loans, or such later-maturing Class of Term Loans, as the case may be, theretofore incurred and then outstanding, and such Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, shall be deemed a new Class of Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be and (z) all such New Revolving Facility Commitments shall constitute (and be deemed of the same Class with) Tranche 2 Revolving Commitments or any later-maturing Class of Extended Maturity Commitments then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, (3) no Default or Event of Default shall exist on such the Increased Amount Date before or after giving effect to such New LC Facility DepositsCommitments, (2) the Administrative Agent does not object to any New LC Facility Lender and (34) such increase in the Total LC Facility Deposit New Commitments shall be evidenced by (x) one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New LC Facility Lender Lender, as applicable, on terms (other than pricing) and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility Deposit, in each case in a form acceptable documentation reasonably satisfactory to the Administrative Agent Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the registerRegister, each of which shall be subject to the requirements set forth in Section 2.16(d2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time following the after completion of the primary syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six prior to the date which is 12 months prior to (i) in the LC case of Revolving Facility Loans, the Tranche 2 Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term C Loan Maturity Date, Borrower the Company may by written notice to the Administrative Agent (a “New Commitment Election Notice”) elect to request an increase New Revolving Lenders to provide new Revolving Facility Commitments (the Total LC “New Revolving Facility Deposit Commitments”) and/or New Term Lenders to provide Commitments to make incremental Term Loans hereunder (any such increase“New Term Loans” and, together with the New Revolving Facility Commitments, the “New LC Facility DepositsCommitments”)) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in an amount of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million in the aggregate during the term of the each case as otherwise permitted under this Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited). Such notice noticeNew Commitment Election Notice shall (A) specify the date (an the “Increased Amount Date”) on which Borrower the Company proposes that the such New LC Facility Deposits be madeTerm Commitments take effect, which shall be a date not less than five (5) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) if applicableprior to the date which is 12 months prior to, specify any increase in the LC case of New Revolving Facility LC FeesCommitments, the Tranche 2 Revolving Facility Maturity Date and, in the case of New Term Loans, the Term C Loan Maturity Date. Borrower The Company shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each such LC Facility Lender or financial institutioneach, a “New LC Revolving Facility Lender”) to whom and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New LC Revolving Facility Deposits Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations. Such New LC Facility Deposits shall become effective as ; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) (x) subject to clause (y) below, all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, and shall constitute (and be deemed of the same Class with) Term C Loans or any later-maturing Class of Term Loans then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, although (y) the Company may elect instead to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agentin the New Commitment Election Notice to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional EuroTerm C Loans, or such later-maturing Class of Term Loans, as the case may be, theretofore incurred and then outstanding, and such Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, shall be deemed a new Class of Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be and (z) all such New Revolving Facility Commitments shall constitute (and be deemed of the same Class with) Tranche 2 Revolving Commitments or any later-maturing Class of Extended Maturity Commitments then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, (3) no Default or Event of Default shall exist on such the Increased Amount Date before or after giving effect to such New LC Facility DepositsCommitments, (2) the Administrative Agent does not object to any New LC Facility Lender and (34) such increase in the Total LC Facility Deposit New Commitments shall be evidenced by (x) one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New LC Facility Lender Lender, as applicable, on terms (other than pricing) and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility Deposit, in each case in a form acceptable documentation reasonably satisfactory to the Administrative Agent Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the registerRegister, each of which shall be subject to the requirements set forth in Section 2.16(d2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time following (a) Subject to the completion terms and conditions set forth herein (i) each Continuing Lender agrees to continue all of its Existing Commitments as New Commitments on the date requested by the Borrower to be the Sixth Amendment Effective Date in a principal amount equal to such Continuing Lender’s New Commitment, as set forth under the heading “Commitments” on Schedule 1.01 in Exhibit B attached hereto, (ii) each Additional Lender agrees to provide New Commitments on and after such date to the Borrower in a principal amount equal to such Additional Lender’s New Commitment, as set forth under the heading “Commitments” on Schedule 1.01 in Exhibit B attached hereto and (iii) each New Lender agrees to the terms of this Agreement and the Fourth Amended and Restated Credit Agreement. (b) For purposes hereof, a Person shall become a party to the Fourth Amended and Restated Credit Agreement and a New Lender as of the syndication of Sixth Amendment Effective Date by executing and delivering to the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months Administrative Agent, on or prior to the LC Facility Maturity Sixth Amendment Effective Date, Borrower may by written notice to a Lender Addendum in its capacity as a New Lender. For the Administrative Agent elect to request an increase to the Total LC Facility Deposit (any such increaseavoidance of doubt, the “New LC Facility Deposits”), in an amount of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million in the aggregate during the term of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited). Such notice shall (A) specify the date (an “Increased Amount Date”) on which Borrower proposes that the New LC Facility Deposits be made, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (B) if applicable, specify any increase in the LC Facility LC Fees. Borrower shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution acceptable to the Administrative Agent (each such LC Facility Lender or financial institution, a “New LC Facility Lender”) to whom the New LC Facility Deposits have been allocated and the amounts of such allocations. Such New LC Facility Deposits shall become effective as of such Increased Amount Date; provided that (1) no Default shall exist on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, (2) the Administrative Agent does not object to any New LC Facility Lender and (3) such increase in the Total LC Facility Deposit shall be evidenced by (x) one or more joinder agreements executed the Existing Commitments of a Continuing Lender must be continued in whole and delivered to may not be continued in part unless approved by the Administrative Agent by each New LC Facility Lender Lead Arrangers and (y) one or more confirmations by each existing LC Facility Additional Lender providing a portion of the New LC Facility Deposit, in each case in a form must be reasonably acceptable to the Administrative Agent and each Issuing Bank (it being understood and agreed that each such Person’s execution of a signature page hereto shall be recorded deemed to constitute approval of each Additional Lender that is a party hereto). (c) The New Commitments of each New Lender will be available to the Borrower on the Sixth Amendment Effective Date. The “New Commitment” of (i) any Continuing Lender will be the amount of its Existing Commitment as set forth in the registerRegister as of the Sixth Amendment Effective Date (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Sixth Amendment Effective Date), each of which shall be continued as an equal amount of New Commitments and (ii) of any Additional Lender will be such amount (not exceeding any commitment offered by such Additional Lender) allocated to it by the Lead Arrangers and notified to it on or prior to the Sixth Amendment Effective Date. The Commitments of the New Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire its New Loans. (d) The obligation of each New Lender to make, provide or acquire by continuation New Commitments on the Sixth Amendment Effective Date is subject to the requirements satisfaction of the conditions set forth in Section 2.16(d)3 of this Agreement. (e) On and after the Sixth Amendment Effective Date, each reference in the Fourth Amended and Restated Credit Agreement to (i) “Commitments” shall be deemed a reference to the New Commitments contemplated hereby and (ii) “Loans” shall be deemed a reference to the New Loans contemplated hereby, except in each case as the context may otherwise require. Notwithstanding the foregoing, except as set forth in Section 5(h) of this Agreement, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Lender in respect of such Lender’s Existing Commitments and Existing Loans. (f) On the Sixth Amendment Effective Date, all Existing Loans shall be deemed repaid and reborrowed as New Loans in accordance with Section 2.05(c) of the Fourth Amended and Restated Credit Agreement. (g) For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Administrative Agent, any Lender with Existing Commitments that all or any portion of which are not continued as Continued Commitments as contemplated hereby (“Non-Continued Commitments”) shall, automatically upon receipt of the amount necessary to purchase, at par, the portion of such Lender’s Existing Commitments constituting Non-Continued Commitments and any related outstanding Loans in connection therewith and pay all accrued interest and fees thereon, be deemed to have assigned such Non-Continued Commitments and related outstanding Loans pursuant to a form of Assignment and Assumption and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. (h) Each Lender party hereto and the Borrower agree that with respect to any payment or deemed payment of Existing Loans on the Sixth Amendment Effective Date, any amounts payable pursuant to Section 2.16 of the Fourth Amended and Restated Credit Agreement as a result of such payment or deemed payment are hereby waived by each Continuing Lender.

New Commitments. At any time following the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangersa) and at least six months prior to the LC Facility Maturity DateThe Borrower may, Borrower may by written notice to the Administrative Agent Agent, elect to request at any time prior to the Maturity Date, an increase to the Total LC Facility Deposit existing Commitments (any such increase, the “New LC Facility DepositsCommitments”), in by an amount (i) not in excess of $5.0 million or 100,000,000 in the aggregate and (ii) that is an integral multiple of $1.0 million in excess thereof, but 5,000,000 and not in an amount greater less than $10.0 million in 10,000,000 (or such lesser amount which shall be approved by the aggregate during the term of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously depositedAdministrative Agent). Such notice shall specify (A) specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New LC Facility Deposits Commitments shall be madeeffective, which shall be a date not less than five ten (510) Business Days nor more than 60 days after the date on which such notice is delivered to the Administrative Agent and (B) if applicable, specify any increase in the LC Facility LC Fees. Borrower shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution acceptable to the Administrative Agent Person (each such LC Facility Lender or financial institutioneach, a “New LC Facility Lender”) to whom the Borrower proposes any portion of such New LC Facility Deposits have been Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment and, if such Person shall not already be a Lender hereunder, such Person shall be approved by the Borrower, the Administrative Agent and the Issuing Bank (such approval not to be unreasonably withheld). Such New LC Facility Deposits Commitments shall become effective as of such Increased Amount Date; provided that Date so long as (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, Commitments and the use of the proceeds therefrom; (2) each of the conditions set forth in Section 4.02 shall be satisfied on such Increased Amount Date and the Administrative Agent does not object shall have received a certificate to any New LC Facility Lender that effect dated such date and executed by a Responsible Officer of the Borrower; (3) such increase in the Total LC Facility Deposit New Commitments shall be evidenced by (x) effected pursuant to one or more joinder agreements Assignment and Assumption and an amendment to this Agreement executed and delivered to by the Borrower and the Administrative Agent by Agent, each New LC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility Deposit, in each case in a form acceptable to the Administrative Agent and each which shall be recorded in the register, each of which Register and shall be subject to the requirements set forth in Section 2.16(d2.16(e) and (f); (4) the Borrower shall make any payments required pursuant to Section 2.15 in connection with the New Commitments; and (5) the Borrower shall deliver or cause to be delivered any legal opinions, board resolutions authorizing the incurrence of such additional Indebtedness (to the extent not previously authorized), or other closing certificates and documents reasonably requested by the Administrative Agent in connection with any such transaction (including confirmation that the obligations of the Loan Parties with respect to such New Commitments (and any Loans or extensions of credit thereunder) are secured by the Collateral and the priority of the Administrative Agent’s Lien in such Collateral has not been affected by the New Commitments. (b) On any Increased Amount Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans will be held by existing Lenders and New Lenders ratably in accordance with their Commitments after giving effect to the addition of such New Commitments to the Commitments, (ii) each New Commitment shall be deemed for all purposes to be a Commitment and each Loan made thereunder following such assignment (a “New Loan”) shall be deemed for all purposes to be a Loan and (iii) each New Lender shall become a Lender with respect to the New Commitment and all matters relating thereto. (c) The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (i) the New Commitments and the New Lenders, and (ii) in the case of each notice to any Lender, the respective interests in such Lender’s Loans, in each case subject to the assignments contemplated by this Section. (d) The terms and provisions of the New Loans shall be identical to the Loans. Notwithstanding the requirements of Section 9.02, the Administrative Agent and the Borrower may, without the consent of any of the Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provision of this Section 2.19.

New Commitments. At any time following time, the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the LC Facility Maturity Date, Borrower Company may by written notice to the Administrative Agent elect to request an increase to the Total LC existing Revolving Facility Deposit Commitments (any such increase, the “New LC Revolving Facility DepositsCommitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), in by an amount of $5.0 million or an integral multiple of $1.0 million not in excess thereof, but not in an amount greater than $10.0 of U.S.$225.0 million in the aggregate during the term or a lesser amount in integral multiples of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited)U.S.$25.0 million. Such notice shall (A) specify the date (an “Increased Amount Date”) on which Borrower the Company proposes that the New LC Facility Deposits be madeCommitments and, which shall be a date not less than five (5) Business Days after in the case of Incremental Term Loans, the date on which such notice is delivered to the Administrative Agent and (B) if for borrowing, as applicable, specify any increase in the LC Facility LC Feesbe made available. Borrower The Company shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution reasonably acceptable to the Administrative Agent (each such LC Facility Lender or financial institutioneach, a “New LC Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the New LC Facility Deposits Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New LC Facility Deposits Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date; provided that (1) no Default the conditions set forth in paragraphs of (b) and (c) of Section 4.02 shall exist be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, Commitments and Loans; (2) the Administrative Agent does not object to any New LC Facility Lender and (3) such increase in the Total LC Revolving Facility Deposit Commitments and/or the Incremental Term Loans shall be evidenced by (x) one or more joinder agreements executed and delivered to the Administrative Agent by each New LC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility DepositLender, in each case in a form acceptable to the Administrative Agent as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.16(d2.17(e); and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Article III shall be true and correct in all material respects as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).

New Commitments. At any time following time, the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the LC Facility Maturity Date, Borrower Company may by written notice to the Administrative Agent elect to request an increase to the Total LC existing Revolving Facility Deposit Commitments (any such increase, the “New LC Revolving Facility DepositsCommitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount not in excess of U.S.$225.0 million in the aggregate or a lesser amount in integral multiples of U.S.$25.0 million (it being understood and agreed that, notwithstanding the foregoing U.S.$225.0 million limitation, the tranche of Incremental Term Loans that is incurred under this Section 2.20 as AXC Incremental Term Loans may be in an amount of $5.0 up to U.S.$450.0 million or an and without regard to the foregoing integral multiple of $1.0 requirement; provided that any such AXC Incremental Term Loans incurred under this Section 2.20 will not count against such U.S.$225.0 million in excess thereof, but limitation and will not in an amount greater than $10.0 million in the aggregate during the term of the Agreement. In connection with the reduce availability for any other New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously depositedCommitments on a dollar-for-dollar basis). Such notice shall (A) specify the date (an “Increased Amount Date”) on which Borrower the Company proposes that the New LC Facility Deposits be madeCommitments and, which shall be a date not less than five (5) Business Days after in the case of Incremental Term Loans, the date on which such notice is delivered to the Administrative Agent and (B) if for borrowing, as applicable, specify any increase in the LC Facility LC Feesbe made available. Borrower The Company shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution reasonably acceptable to the Administrative Agent (each such LC Facility Lender or financial institutioneach, a “New LC Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the New LC Facility Deposits Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New LC Facility Deposits Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date; provided that (1) no Default the conditions set forth in paragraphs of (b) and (c) of Section 4.02 shall exist be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, Commitments and Loans; (2) the Administrative Agent does not object to any New LC Facility Lender and (3) such increase in the Total LC Revolving Facility Deposit Commitments and/or the Incremental Term Loans shall be evidenced by (x) one or more joinder agreements executed and delivered to the Administrative Agent by each New LC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility DepositLender, in each case in a form acceptable to the Administrative Agent as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.16(d2.17(e); and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Article III shall be true and correct in all material respects as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition- Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof). Notwithstanding anything to the contrary set forth in this Section 2.20, with respect to AXC Incremental Term Loans, the only conditions required to be satisfied in connection with the funding thereof shall be the conditions set forth in Section 4.03.

New Commitments. At (a) The Company may at any time, provided that no Default is continuing, request that the Total Commitments be increased by an amount of up to US$400,000,000 (a “Facility Increase”) provided that the Total Commitments shall not at any time following exceed US$1,450,000,000. (b) The Company (i) shall offer to the completion Lenders at that time and (ii) may offer to such other banks and financial institutions or trusts, funds or other entities which are regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (each a “Potential Increase Lender”) an opportunity to participate in such Facility Increase on (in the case of the syndication Lenders at such time only) a pro rata basis. Accordingly, the Company shall send a notice to the Agent and to each Potential Increase Lender (an “Upsize Notice”) requesting a Facility Increase. The Agent shall, as soon as reasonably practicable following receipt of an Upsize Notice, notify each of the credit facilities provided herein (as reasonably determined by Lenders of the Joint Lead Arrangers) Company’s request, of the amount of the proposed Facility Increase and at least six months of each Lender’s potential pro rata share of that Facility Increase. No more than two Upsize Notices may be sent and no more than two Facility Increases may be effected prior to the LC Termination Date provided that the Total Commitments shall not at any time exceed US$1,450,000,000. (c) Within 5 Business Days of receipt of the notification from the Agent of the proposed Facility Maturity DateIncrease referred to in paragraph (b) above, Borrower may the existing Lenders at that time shall notify the Agent whether they are, in principle (but subject to, among other things, receipt of the package of information referred to in paragraph (d) below and to credit approval) prepared to lend more than their pro rata share of such Facility Increase in circumstances where (i) one or more of the other existing Lenders at that time either decides not to participate in, or is unable to provide the full amount of its pro rata share of, such proposed Facility Increase or (ii) the arrangement fee proposed by written notice one of the existing Lenders is higher than that proposed by the others. (d) Within 15 Business Days of the date of the Upsize Notice, the Company undertakes to deliver to the Administrative Agent elect Lenders and to request an increase each Potential Increase Lender a package of information relating to the Total LC current and future performance of the Group and the proposed purpose for which the Facility Deposit Increase is to be used. (e) The Company hereby irrevocably and unconditionally undertakes to (i) ensure that each Lender and each Potential Increase Lender receives the same information from the Company (including, without limitation, in relation to profit forecasts following the Utilisation of the Facility); and (ii) (to the extent that any Lender or Potential Increase Lender receives any information which is not otherwise contained in the original information pack) provide any such increasefurther information to each Lender at the same time as such further information is provided to the other Lender or, as the case may be, Potential Increase Lender. (f) For the avoidance of doubt, no Lender shall be under any obligation to commit to such Facility Increase. If, at the end of the 30th Business Day following the date of the Upsize Notice, credit approved and unconditional (save for the execution of an Increase Confirmation) offers to provide some or all of the requested Facility Increase have not been received by the Company from the existing Lenders (the shortfall between the requested amount and the aggregate offered amounts being the “New LC Facility DepositsShortfall”), in an amount of $5.0 million or an integral multiple of $1.0 million in excess thereofthe Company, but not in an amount greater than $10.0 million in without any further consent requirement from the aggregate during the term Lenders, shall be entitled to agree with any Potential Increase Lender for them to provide that part of the Agreement. In connection with Facility Increase represented by the New LC Shortfall. (g) Each Lender or Potential Increase Lender which agrees to participate in a Facility DepositsIncrease shall notify the Company and the Agent by executing an Increase Confirmation and each such Lender, Borrower maywhether an existing Lender or a Potential Increase Lender, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited). Such notice shall (A) specify the date (an “Increased Amount Date”) on which Borrower proposes that the New LC Facility Deposits be made, which shall be a date not “Facility Increase Lender”. (h) Save for any arrangement fee payable in relation to a Facility Increase, the terms of any Facility Increase shall be the same as those applicable to the existing Facility (including, without limitation, as to Margin). To the extent that arrangement fees offered by Potential Increase Lenders or by any of the existing Lenders are less than five (5) those proposed by any existing Lenders who have agreed to participate in the Facility Increase, the Company shall provide to such existing Lenders details of the level of arrangement fees proposed. Those existing Lenders shall have a period of 3 Business Days after from the date on which of receipt of such notice is delivered details to confirm to the Administrative Company whether or not they are prepared to participate in the Facility Increase at the proposed level of arrangement fee. If they are not so prepared (or do not respond within the required period) then the Company, without any further consent from the Lenders, shall be entitled to agree with such Potential Increase Lenders or, as the case may be, such Existing Lenders for them to provide the Facility Increase. (i) A reference in this Agreement to a Fee Letter shall include any letter referred to in this Clause 2.3. Each of the Finance Parties hereby acknowledges and agrees that, notwithstanding anything to the contrary in the Finance Documents, each Facility Increase Lender shall share in the benefit of all guarantees and indemnities given in respect of the Facility prior to such Facility Increase. (j) If the Company has received matching offers from the existing Lenders and from any Potential Increase Lenders (taking into account the provisions of paragraph (g) above), the Company hereby confirms that the Facility Increase will be provided by the existing Lenders who have agreed to participate in the Facility Increase (though, for the avoidance of doubt, any Shortfall may be provided by Potential Increase Lenders). To the extent that some or all of the existing Lenders have agreed to participate in the Facility Increase and the amount of the Facility Increase being offered to the Company is greater than the amount originally requested, the Company and the existing Lenders hereby agree that the commitments of the existing Lenders in the Facility Increase shall be reduced pro rata to the Commitments as at the date of the Upsize Notice. (k) If the Agent receives an Increase Confirmation duly completed and signed by a Facility Increase Lender, the Agent shall (Bby countersigning the Increase Confirmation) if applicableconfirm that the Increase Confirmation has become effective in accordance with its terms and the Total Commitments shall be increased by the amount specified in such Increase Confirmation. (l) Each Lender irrevocably authorises the Agent on its behalf to enter into, specify without the need for any further authorisation from it, any Increase Confirmation to effect any increase of the Total Commitments in accordance with this Clause 2.3. (m) The Agent shall promptly notify each other Party of any increase in the LC Facility LC Fees. Borrower shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution acceptable to the Administrative Agent (each such LC Facility Lender or financial institution, a “New LC Facility Lender”) to whom the New LC Facility Deposits have been allocated Total Commitments and the amounts of effective date for such allocations. Such New LC Facility Deposits shall become effective as of such Increased Amount Date; provided that (1) no Default shall exist on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, (2) the Administrative Agent does not object to any New LC Facility Lender and (3) such increase in the Total LC Facility Deposit shall be evidenced by (x) one or more joinder agreements executed and delivered to the Administrative Agent by each New LC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility Deposit, in each case in a form acceptable to the Administrative Agent and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.16(d)increase.

New Commitments. At any time following the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the LC Facility Maturity Closing Date, the Initial Borrower may by written notice to the Administrative Agent elect to request (i) an increase to the Total LC Facility Deposit existing Commitments (any such increase, a “Revolving Facility Increase”) (ii) the establishment of one or more additional tranches of revolving credit commitments (the “Additional/Replacement Revolving Credit Commitments” and, together with any Revolving Facility Increase, the “New LC Revolving Facility DepositsCommitments”) and/or (iii) establish one or more tranches of term loan commitments (any such commitments, the “New Term Commitments” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an aggregate amount not in an excess of any amount by which the Commitments have previously been reduced or cancelled (the “Maximum Incremental Amount”) or a lesser amount in integral multiples of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million in the aggregate during the term of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited)5,000,000. Such notice shall specify (Ax) specify the date (an “Increased Amount Date”) on which the Initial Borrower proposes that the New LC Facility Deposits Commitments shall be mademade available and (y) in the case of New Term Commitments, the date the new Term Loans shall be made available, which shall be a date not less than five (5) 5 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) if applicable, specify any increase in Agent. The Company or the LC Facility LC Fees. Initial Borrower shall also notify the Administrative Agent in writing of the identity of the Borrower(s) of the New Commitments and each existing LC Revolving Facility Lender Lender, or other financial institution reasonably acceptable to the Administrative Agent (each such LC Facility Lender or financial institutioneach, a “New LC Revolving Facility Lender,” a “New Term Lender” or generally, a “New Lender”, as applicable) to whom the New LC Facility Deposits Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New LC Facility Deposits Commitments shall become effective as of such Increased Amount Date, and in the case of New Term Commitments, such new term loans in respect thereof (“New Term Loans”) shall be made on such Increased Amount Date; provided that (1i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, Commitments and Loans; (2ii) the Administrative Agent does not object representations and warranties contained in Article III and the other Loan Documents shall be true and correct in all material respects on and as of the Increased Amount Date, except to any the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (iii) the Company and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such New LC Facility Lender Commitments and Loans, with the Financial Performance Covenant, recomputed as at the last day of the most recently ended fiscal quarter of the Parent Guarantor and its Subsidiaries; (3iv) such increase in the Total LC Facility Deposit Commitments and/or such establishment of the New Term Loan Commitments shall be evidenced by (x) one or more joinder agreements executed and delivered to the Administrative Agent by each New LC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility DepositLender, in each case in a form acceptable to the Administrative Agent as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.16(d2.09(e); (v) the applicable Borrower(s) shall make any payments required pursuant to Section 2.18 in connection with the provisions of the New Commitments; and (vi) if the interest rate of any New Term Loans or New Revolving Facility Commitments exceeds the Applicable Margin by more than 50 basis points (the amount of such excess over 50 basis points being referred to herein as the relevant “Yield Differential”), then the Applicable Margin for each adversely affected existing New Term Loan or existing Revolving Facility Commitment, as applicable, shall automatically be increased by the Yield Differential, effective upon the making of the New Term Loan or the providing of the New Revolving Facility Commitment, as the case may be.

New Commitments. At any time following prior to the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six date which is 12 months prior to (i) in the LC case of Revolving Facility Loans, the Tranche 2 Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term C-2 Loan Maturity Date, Borrower the Company may by written notice to the Administrative Agent (a “New Commitment Election Notice”) elect to request an increase New Revolving Lenders to provide new Revolving Facility Commitments (the Total LC “New Revolving Facility Deposit Commitments”) and/or New Term Lenders to provide Commitments to make incremental Term Loans hereunder (any such increase“New Term Loans” and, together with the New Revolving Facility Commitments, the “New LC Facility DepositsCommitments”)) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in an amount of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million in the aggregate during the term of the each case as otherwise permitted under this Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited). Such notice New Commitment Election Notice shall (A) specify the date (an the “Increased Amount Date”) on which Borrower the Company proposes that the such New LC Facility Deposits be madeTerm Commitments take effect, which shall be a date not less than five (5) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) if applicableprior to the date which is 12 months prior to, specify any increase in the LC case of New Revolving Facility LC FeesCommitments, the Tranche 2 Revolving Facility Maturity Date and, in the case of New Term Loans, the Term C-2 Loan Maturity Date. Borrower The Company shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each such LC Facility Lender or financial institutioneach, a “New LC Revolving Facility Lender”) to whom and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New LC Revolving Facility Deposits Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations. Such New LC Facility Deposits shall become effective as ; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) (x) subject to clause (y) below, all such New Term Loans shall be added to, and thereafter constitute, then outstanding Dollar Term Loans or Euro Term Loans, as the case may be, and shall constitute (and be deemed of the same Class with) Term C-2 Loans or any later-maturing Class of Term Loans then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, although (y) the Company may elect instead to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder in the New Commitment Election Notice to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Term C-2 Loans, or such later-maturing Class of Term Loans, as the case may be, theretofore incurred and then outstanding, and such Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, shall be deemed a new Class of Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be and (z) all such New Revolving Facility Commitments shall constitute (and be deemed of the same Class with) Tranche 2 Revolving Commitments or any later-maturing Class of Extended Maturity Commitments then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, (3) no Default or Event of Default shall exist on such the Increased Amount Date before or after giving effect to such New LC Facility DepositsCommitments, (2) the Administrative Agent does not object to any New LC Facility Lender and (34) such increase in the Total LC Facility Deposit New Commitments shall be evidenced by (x) one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New LC Facility Lender Lender, as applicable, on terms (other than pricing) and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility Deposit, in each case in a form acceptable documentation reasonably satisfactory to the Administrative Agent Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the registerRegister, each of which shall be subject to the requirements set forth in Section 2.16(d2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.