Common use of Termination, Reduction and Increase of Commitments Clause in Contracts

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (e) The Company may, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Commitments; , provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to 1,000,000 and not less than $400,000,000 unless they are terminated in their entirety 5,000,000 and (iii) any reduction of the Company Commitments to an amount below the LC Commitment shall not be automatically reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing BaseLC Commitment on a dollar for dollar basis. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction Each reduction, and any termination, of the Commitments shall be permanent. Each permanent and each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company may, Borrower may at any time and from time to timetime prior to the Maturity Date, at its option but with the consent sole cost, expense and effort, request any one or more of the Administrative Agent, seek Lenders to increase its Commitment (the decision to increase the total Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that: (i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments by up made pursuant to this Section 2.5(d) shall not exceed $25,000,000; (ii) each such increase of the aggregate Commitments shall be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $100,000,000 1,000,000; (resulting iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in maximum total form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments of $650,000,000 upon at least three as adjusted in accordance with this subsection (3d), and (2) Business Days’ prior written notice in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, which notice shall specify for the account of each such other Lender, such amount of any such increase and as shall be delivered at necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a time when no Default or Event of Default has occurred and is continuing. After delivery prepayment of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase Eurodollar Borrowings for purposes of Section 3.6; (which may be declined by any Lender in its sole discretioniv) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to each such other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers Person shall have delivered to the Administrative Agent a document in form reasonably satisfactory and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and (v) the Borrower shall have delivered to the Administrative Agent pursuant to which any such existing with sufficient copies for each Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights a certificate of a Lender hereunder Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of shall have received such supplemental opinions, resolutions, certificates and other documents items as the Administrative Agent may it shall reasonably requestrequest in connection with such increase.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the CommitmentsCommitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $10,000,000, 1,000,000 and (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing BaseRevolving Commitments. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class. (ed) The Company mayAt any time prior to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from time an existing Lenders (to timethe extent applicable, at its option but with i.e. required approvals, minimum amounts and the consent like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, seek any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the total Revolving Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and may only be exercised once. The Borrower shall be delivered at a time when no Default required to pay (or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined to reimburse each applicable Lender for) any breakage costs incurred by any Lender in its sole discretion) in connection with the total Commitments on either a ratable basis need to reallocate existing Loans among the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No following any increase in the total Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall become effective until the not be required to pay any upfront or other fees or expenses to any existing or Lenders, new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to or the Administrative Agent a document in form reasonably satisfactory with respect to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental increase in Revolving Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) with the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $10,000,0005,000,000, (ii) at no time shall the aggregate amount of and the Commitments may not be reduced to less than $400,000,000 15,000,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures total Credit Exposure would exceed the lesser of Maximum Loan Available Amount. After any reduction in the total Commitments, the Borrower's option to increase the Commitments and the Borrowing Baseprovided in Section 2.08(d) shall terminate. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above. (ed) The Company mayProvided no Default or Event of Default shall then be in existence, from time the Borrower shall have the right, on one or more occasions, to time, at its option but with the consent of the Administrative Agent, seek elect to increase the total Commitments by up to an Total Commitments; provided, however, that (i) the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in increments of Ten Million Dollars ($10,000,000) in excess thereof, and (ii) the aggregate amount of all such increases shall not cause the Total Commitments to exceed One Hundred Million Dollars ($100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior 100,000,000). Such right may be exercised by the Borrower by written notice to the Administrative Agent, which notice election shall designate the requested increase in the Total Commitments. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to each request made hereunder. To achieve the full amount of any a requested increase and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to become Lenders pursuant to a joinder agreement (each a "Lender Joinder Agreement") in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of each Lender's increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 3 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be delivered at a time when deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default has occurred and is continuingexists. After delivery Existing Lenders may, as necessary, receive a prepayment of such notice, amounts of the Administrative Agent or Loan outstanding on the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis Increase Effective Date to the Lenders or on a non proextent necessary to keep the outstanding Loan ratable with any revised Applicable Percentages arising from any non-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No ratable increase in the total Commitments under this Section, which prepayment shall become effective until be accomplished by the existing or new Lenders extending such incremental Commitment amount and pro rata funding required of the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existingLender(s) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a issuing new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestCommitments.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Commitments; , provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to 1,000,000 and not less than $400,000,000 unless they are terminated in their entirety 5,000,000 and (iii) any reduction of the Company Commitments to an amount below the LC Commitment shall not be automatically reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing BaseLC Commitment on a dollar for dollar basis. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction Each reduction, and any termination, of the Commitments shall be permanent. Each permanent and each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company may, Borrower may at any time and from time to timetime prior to the Maturity Date, at its option but with the consent sole cost, expense and effort, request any one or more of the Administrative Agent, seek Lenders to increase its Commitment (the decision to increase the total Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an "Increasing Lender"), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person, such other Person shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that: (i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments by up made pursuant to this Section 2.5(d) shall not exceed $25,000,000; (ii) each such increase of the aggregate Commitments shall be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $100,000,000 1,000,000; (resulting iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such increasing Lender, each such other Person and each other Lender shall be deemed to have entered into a master assignment and acceptance agreement, in maximum total form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such increasing Lender and each such other Person a portion of its Loans necessary to reflect proportionately the Commitments of $650,000,000 upon at least three as adjusted in accordance with this subsection (3f), and (2) Business Days’ prior written notice in connection with such assignment, each such increasing Lender and each such other Person shall pay to the Administrative Agent, which notice shall specify for the account of each such other Lender, such amount of any such increase and as shall be delivered at necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a time when no Default or Event of Default has occurred and is continuing. After delivery prepayment of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase Eurodollar Borrowings for purposes of Section 3.6; (which may be declined by any Lender in its sole discretioniv) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to each such other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers Person shall have delivered to the Administrative Agent a document in form reasonably satisfactory and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and (v) the Borrower shall have delivered to the Administrative Agent pursuant to which any such existing with sufficient copies for each Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights a certificate of a Lender hereunder Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of shall have received such supplemental opinions, resolutions, certificates and other documents items as the Administrative Agent may it shall reasonably requestrequest in connection with such increase.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Revolving Credit Commitments shall terminate on the Maturity DateDate for Revolving Loans and (ii) the Term Commitments shall terminate on the Effective Date immediately after the funding of the Term Loans. (b) The Company Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Revolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $10,000,000, 1,000,000 and not less than $5,000,000 and (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Total Revolving Exposures Credit Exposure would exceed the lesser of the total Commitments and the Borrowing BaseTotal Revolving Credit Commitments. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments shall be permanent. Each reduction of the Revolving Credit Commitments shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. (ed) The Company mayBorrower shall have the right, from time to time, at its option but with without the consent of the Revolving Credit Lenders but with the prior consent of the Administrative AgentAgent (not to be unreasonably withheld), seek to cause from time to time an increase in the aggregate Revolving Credit Commitments of the Revolving Credit Lenders by adding one or more additional Revolving Credit Lenders each with its own additional Revolving Credit Commitment or by allowing one or more Revolving Credit Lenders to increase their respective Revolving Credit Commitments; provided that (i) no Event of Default shall have occurred and be continuing, (ii) no such increase shall result in the total Commitments by up to an aggregate Total Revolving Credit Commitment exceeding $75,000,000, (iii) each such increase shall be in a minimum amount of $100,000,000 (resulting in maximum total Commitments 5,000,000 and integral multiples of $650,000,000 upon at least three 1,000,000, (3iv) Business Days’ prior written notice to no Revolving Credit Lender’s Commitment shall be increased without such Revolving Credit Lender’s consent, and (v) if, on the Administrative Agent, which notice shall specify the amount effective date of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept Revolving Loans have been funded, the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence Borrower shall be made responsible for paying any breakage fees or costs in exchange for connection with the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers reallocation of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestoutstanding Revolving Loans.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time prior to the Maturity Date reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall 5,000,000 and the aggregate amount of the total Commitments may not be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company 200,000,000. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the lesser of the total Commitments and the Borrowing Baseas reduced. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three five (5) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company maySo long as the Borrower is not then in Default and so long as the Borrower has not reduced the Commitment pursuant to Section 2.08(b), from time the Borrower may on two (2) occasions prior to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to years after the Administrative Agentdate of this Agreement, which notice shall specify request that the amount of any such increase and shall aggregate Commitments be delivered at a time when no Default or Event of Default has occurred and is continuingincreased, so long as the aggregate Commitments do not exceed Eight Hundred Fifty Million Dollars ($850,000,000.00) (the “Maximum Commitment”). After delivery of such noticeIf the Borrower requests that the aggregate Commitments be increased, the Administrative Agent shall use commercially reasonable efforts to obtain increased or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis additional commitments up to the Lenders or on a non pro-rata basis Maximum Commitment, and to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to do so the Administrative Agent a document may, after first offering the Lenders the opportunity to participate in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount increased Commitments, obtain additional lenders of its Commitment increasechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any such new Lender states its Commitment amount and agrees to assume and accept of the obligations and rights of a Lender hereunder and the Borrowers accept such incremental CommitmentsLenders. The Lenders (new or existing) Borrower shall accept execute an assignment from the existing Lendersamendment to this Agreement, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates additional Notes and other documents as the Administrative Agent may reasonably requestrequire to evidence the increase of the Commitments, and the admission of additional Persons as Lenders, if necessary. At the same time that the Borrower requests an increase in the Commitments, it may also request that the increase be in the form of a term loan with all principal due on a date no earlier than five (5) years after the date of this Agreement. Such term loans may not be reborrowed after any prepayment or payment, and shall not be part of the Commitment for Revolving Loans.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate In the Commitments upon (i) event that the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing Senior Note Refinancing shall not have occurred prior to the Administrative Agent of a cash deposit Trigger Date, then on the Trigger Date each Revolving Commitment shall automatically reduce to zero (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion$0) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonterminate. (c) The Company Borrower may at any time terminate, or from time to time reduce reduce, the Revolving Commitments; , provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.7, the sum of the Revolving Credit Exposures would exceed the lesser total Revolving Commitments, and (ii) each such reduction shall be in a minimum amount of the total Commitments $5,000,000 and the Borrowing Basein integral multiples of $1,000,000. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction Each reduction, and any termination, of the Revolving Commitments shall be permanent. Each , and each such reduction of the Commitments shall be made ratably among the applicable Lenders (other than a Defaulting Lender) in accordance with their respective Revolving Commitments. (e) The Company may, Borrower may at any time and from time to time, at its option but with the consent of the Administrative Agentsole cost, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agentexpense and effort, which notice shall specify the amount of request any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more of the Lenders and/or (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved Fund of a Lender (other than a Defaulting Lender) to increase its Revolving Commitment or to provide a new Revolving Commitment, as the case may be (the decision to be within the sole and absolute discretion of such Lender, Affiliate or Approved Fund), or any other Lenders or entities Person reasonably acceptable satisfactory to the Administrative Agent, the Issuing Bank, Bank and the Swingline Lender to provide a new Revolving Commitment, by submitting a Revolving Increase Supplement duly executed by the Borrower and each such Lender, Affiliate, Approved Fund or other Person, as the Companycase may be, to the Administrative Agent. No increase If such Revolving Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Revolving Increase Supplement and deliver a copy thereof to the Borrower and each such Lender, Affiliate, Approved Fund or other Person, as the case may be. Upon execution and delivery of such Revolving Increase Supplement by the Administrative Agent, (i) in the total case of each such Lender, such Lender’s Revolving Commitment shall be increased to the amount set forth in such Revolving Increase Supplement, (ii) in the case of each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person shall thereupon become a party hereto and shall for all purposes of the Loan Documents be deemed a “Lender” having a Revolving Commitment as set forth in such Revolving Increase Supplement, and (iii) in each case, the Revolving Commitment of such Lender, Affiliate, Approved Fund or such other Person, as the case may be, shall be as set forth in the applicable Revolving Increase Supplement; provided, however, that: (A) immediately after giving effect thereto, the aggregate Revolving Commitments plus all unfunded Add-on Term Loan Commitments plus the initial principal amount of all Add-on Term Loans shall become effective until not exceed $125,000,000; (B) each such increase when aggregated with any contemporaneous Add-on Term Loans or Add-on Term Loan Commitments made pursuant to Section 2.1(b) shall be in an amount not less than $25,000,000 and in an integral multiple of $1,000,000; (C) if Revolving Loans would be outstanding immediately after giving effect to each such increase, then simultaneously with such increase (1) each such Lender, each such Affiliate, Approved Fund or other Person and each other Lender shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Lender and each such Affiliate, Approved Fund or other Person a portion of its Revolving Loans necessary to reflect proportionately the existing Revolving Commitments as adjusted in accordance with this subsection (f), and (2) in connection with such assignment, each such Lender and each such Affiliate, Approved Fund or new Lenders extending other Person shall pay to the Administrative Agent, for the account of the other Lenders, such incremental Commitment amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the Borrowers assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6; and (D) each such Affiliate, Approved Fund or other Person shall have delivered to the Administrative Agent a document in form reasonably satisfactory and the Borrower all forms, if any, that are required to the Administrative Agent be delivered by such Affiliate, Approved Fund or other Person pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request3.7.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments under the Existing Revolving Facility shall terminate on the Existing Facility Maturity Date, and the Term B Loan Commitments shall terminate after the making of the Term B Loans on the Fourth Restatement Closing Date, (ii) any Incremental Term Commitments of a Class shall terminate on the making of the Incremental Term Loans of such Class, (iii) any Refinancing Term Commitments of a Class shall terminate on the making of the Refinancing Term Loans of such Class, (iv) each Class of Refinancing Revolving Commitments shall terminate on the Maturity Datedate specified in the Refinancing Amendment for such Class, (v) each Class of Extended Revolving Commitments shall terminate on the date specified in the Extension Amendment for such Class, and (vi) any Commitments for Extended Term Loans of a Class shall terminate on the making of the Extended Term Loans of such Class. (b) The Company Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Commitments; Revolving Commitments under a Facility, provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans under such Facility in accordance with Section 2.102.7, the sum of the Revolving Credit Exposures for such Facility would exceed the lesser total Revolving Commitments for such Facility, and (ii) each such reduction of the total Revolving Commitments shall be in a minimum amount of $5,000,000 and the Borrowing Basein integral multiples of $1,000,000. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction Each reduction, and any termination, of the Revolving Commitments shall be permanent. Each , and each such reduction of the Commitments shall be made ratably among the applicable Lenders (other than a Defaulting Lender) in accordance with their respective applicable Revolving Commitments. (ed) The Company may, Borrower may at any time and from time to time, at its option but with the consent of the Administrative Agentsole cost, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agentexpense and effort, which notice shall specify the amount of request any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more of the Lenders and/or (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved Fund of a Lender (other than a Defaulting Lender) to increase its Revolving Commitment or to provide a new Revolving Commitment, as the case may be (the decision to be within the sole and absolute discretion of such Lender, Affiliate or Approved Fund) under a Facility, or any other Lenders or entities Person reasonably acceptable satisfactory to the Administrative Agent, the Issuing Bank, Bank and the Swingline Lender to provide a new Revolving Commitment, by submitting a Revolving Increase Supplement duly executed by the Borrower and each such Lender, Affiliate, Approved Fund or other Person, as the Companycase may be, to the Administrative Agent. No increase If such Revolving Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Revolving Increase Supplement and deliver a copy thereof to the Borrower and each such Lender, Affiliate, Approved Fund or other Person, as the case may be. Upon execution and delivery of such Revolving Increase Supplement by the Administrative Agent, (i) in the total case of each such Lender, such Lender’s Revolving Commitment under such Facility shall be increased to the amount set forth in such Revolving Increase Supplement, (ii) in the case of each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person shall thereupon become a party hereto and shall for all purposes of the Loan Documents be deemed a “Lender” having a Revolving Commitment under such Facility as set forth in such Revolving Increase Supplement, and (iii) in each case, the Revolving Commitment under such Facility of such Lender, Affiliate, Approved Fund or such other Person, as the case may be, shall be as set forth in the applicable Revolving Increase Supplement; provided, however, that: (A) [Reserved]; (B) immediately after giving effect thereto, the sum of the increases to the Revolving Commitments pursuant to this Section 2.5(d) after the Fourth Restatement Closing Date (the “Aggregate Increased Revolving Amount”) plus the amount of the Incremental Term Loans made to the Borrower shall become effective until not exceed the existing Incremental Amount; (C) [Reserved]; (D) each such increase when aggregated with any contemporaneous Incremental Term Loans or new Lenders extending Incremental Term Commitments made pursuant to Section 2.13 shall be in an amount not less than $25,000,000 and in an integral multiple of $1,000,000; (E) if Revolving Loans would be outstanding under the applicable Facility immediately after giving effect to each such incremental Commitment increase, then simultaneously with such increase (1) each such Lender, each such Affiliate, Approved Fund or other Person and each other Lender under such Facility shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Lender and each such Affiliate, Approved Fund or other Person a portion of its Revolving Loans necessary to reflect proportionately the Revolving Commitments as adjusted in accordance with this Section 2.5(d), and (2) in connection with such assignment, each such Lender and each such Affiliate, Approved Fund or other Person shall pay to the Administrative Agent, for the account of the other Lenders, such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the Borrowers assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6; and (F) each such Affiliate, Approved Fund or other Person shall have delivered to the Administrative Agent a document in form reasonably satisfactory and the Borrower all forms, if any, that are required to the Administrative Agent be delivered by such Affiliate, Approved Fund or other Person pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request3.7.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Commitments shall terminate on the Maturity Date. (b) The Company Infinity may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce in part permanently reduce, the Commitments; provided provided, however, that (i) each partial reduction of the Commitments shall be in an a minimum principal amount that is an integral multiple of $10,000,000, 10,000,000 and in integral multiples of $1,000,000 in excess thereof and (ii) at no time such termination or reduction shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments made if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and made on the effective date thereof. Promptly following receipt , (x) the Outstanding Extensions of Credit of any notice, Lender would exceed such Lender's Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower Representative given pursuant to this Section shall be irrevocable; 2.10(a). (b) Except as otherwise provided that a notice of termination of in Section 2.18, each reduction in the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Infinity agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction. (c) Infinity shall have the right at any time and from time to time to increase the Total Commitments to an aggregate amount, when added to the aggregate amount of Total Commitments (as defined under the Five-Year Credit Agreement) under the Five-Year Credit Agreement, not to exceed $3,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender's Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided further, the Commitment of any bank or other financial institution pursuant to clause (i) above, shall be in an aggregate principal amount at least equal to $10,000,000; provided further, the amount of the increase of any Lender's Commitment pursuant to clause (ii) above when added to the amount of such Lender's Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000. (d) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (c) of this Section 2.10 above shall execute a New Lender Supplement (each, a "New Lender Supplement") with Infinity and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender. (e) The Company may, from time Any increase in the Total Commitment pursuant to time, at its option but with clause (c) of this Section 2.10 shall be effective only upon the consent of execution and delivery to Infinity and the Administrative AgentAgent of a commitment increase letter in substantially the form of Exhibit G hereto (a "Commitment Increase Letter"), seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice which Commitment Increase Letter shall be delivered to the Administrative Agent, which notice Agent not less than five Business Days prior to the Commitment Increase Date and shall specify (i) the amount of the Commitment of any bank or financial institution not a party to this agreement which is becoming a Lender or the amount of any increase in the Commitment of any Lender and (ii) the date such increase and is to become effective (the "Commitment Increase Date"). (f) Any increase in the Total Commitment pursuant to this Section 2.10 shall not be delivered at a time when effective unless: (i) no Default or Event of Default has shall have occurred and is continuing. After delivery be continuing on the Commitment Increase Date; (ii) each of the representations and warranties made by Infinity and the Subsidiary Borrowers in Article III, or in any certificate delivered pursuant hereto, shall be true and correct in all material respects on the Commitment Increase Date with the same effect as though made on and as of such noticedate, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iii) the Administrative Agent shall have received each of (A) a certificate of the corporate secretary or assistant secretary of the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis Borrowers as to the Lenders taking of any corporate action necessary in connection with such increase and (B) an opinion or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable opinions of general counsel to the Administrative Agent, the Issuing Bank, the Swingline Lender Borrowers as to their corporate power and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered authority to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender borrow hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of and such supplemental opinions, resolutions, certificates and other documents matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the Total Commitments pursuant to this Section 2.10 shall constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.10(e). (g) No Lender shall at any time be required to agree to a request of Infinity to increase its Commitment or obligations hereunder.

Termination, Reduction and Increase of Commitments. (a) Unless The Term Commitments shall terminate on the Effective Date and, unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. (b) The Company Parent may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $10,000,000, 5,000,000 and not less than $5,000,000 and (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Parent shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures would exceed the lesser of the total Commitments and the Borrowing BaseRevolving Commitments. (dc) The Borrower Representative Parent shall notify the Domestic Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section 2.08 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Domestic Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative Parent pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Representative Parent may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative Parent (by notice to the Domestic Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (ed) The Company may, from time to Parent may at any time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Domestic Administrative Agent, which notice shall specify request that the amount Domestic Administrative Agent increase the total Revolving Commitments (a “Revolver Increase”) by (i) adding one or more new lenders to the revolving credit facility under this Agreement (each a “New Lender”) who wish to participate in such Revolver Increase and/or (ii) increasing the Revolving Commitments of any one or more Revolving Lenders party to this Agreement who wish to participate in such increase and shall be delivered at a time when Revolver Increase; provided, however, that (w) no Default or Event of Default has shall have occurred and is continuing. After delivery be continuing as of the date of such noticerequest or as of the effective date of such Revolver Increase (the “Increase Date”) or shall occur as a result thereof, (x) any New Lender that becomes party to this Agreement pursuant to this Section 2.08(d) shall satisfy the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may requirements of Section 9.04(b) hereof and shall be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Domestic Administrative AgentAgent and consented to by the Parent and (y) the other conditions set forth in Section 2.08(e) below are satisfied. The Domestic Administrative Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. The Domestic Administrative Agent shall promptly inform the Lenders of any such request made by the Parent. The aggregate amount of Revolver Increases shall not exceed $25,000,000 and no single such Revolver Increase shall be for an amount less than $5,000,000. (e) On each Increase Date, (i) each New Lender that has chosen to participate in such Revolver Increase shall, subject to the Issuing Bankconditions set forth in Section 2.08(d) hereof, the Swingline become a Lender party to this Agreement as of such Increase Date and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered a Revolving Commitment in an amount equal to its share of the Administrative Agent a document in form reasonably satisfactory Revolver Increase and (ii) each Revolving Lender that has chosen to the Administrative Agent increase its Revolving Commitment pursuant to which any such existing Lender states Section 2.08(d) will have its Revolving Commitment increased by the amount of its Commitment increaseshare of the Revolver Increase as of such Increase Date; provided, however, that the Domestic Administrative Agent shall have (y) received from the Parent all out-of-pocket costs and expenses incurred by the Domestic Administrative Agent in connection with such Revolver Increase and (z) received on or before such Increase Date the following, each dated such date: (i) certified copies of resolutions of the governing body of each Loan Party approving the Revolver Increase and the corresponding modifications, if any, to the Loan Documents required under subclause (vi) below, together with a certificate of the Parent certifying that there have been no changes to the constitutive documents of the Parent since the Effective Date, or if there have been changes, copies certified by the Parent of all such changes; (ii) an Assignment and Assumption from each New Lender participating in the Revolver Increase, if any, duly executed by such New Lender, the Domestic Administrative Agent and the Parent; (iii) confirmation from each Revolving Lender participating in the Revolver Increase of the increase in the amount of its Revolving Commitment, in form and substance satisfactory to the Domestic Administrative Agent; (iv) a certificate of the Parent certifying that no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such Revolver Increase; (v) a certificate of the Parent certifying that the representations and warranties made by the Parent herein and in the other Loan Documents are true and complete in all material respects with the same force and effect as if made on and as of such date (or, to the extent any such representation or warranty specifically relates to an earlier date, such representation or warranty is true and complete in all material respects as of such earlier date); and (vi) supplements or modifications to the Loan Documents and such additional Loan Documents, including any new promissory notes to New Lenders and replacement promissory notes to Revolving Lenders that agree to participate in such Revolver Increase and request such promissory notes, that the Domestic Administrative Agent reasonably deems necessary in order to document such Revolver Increase and otherwise assure and give effect to the rights of the Domestic Administrative Agent and the Revolving Lenders in the Loan Documents. (f) On each Increase Date, upon fulfillment of the conditions set forth in Section 2.08(d), the Domestic Administrative Agent shall (i) effect a settlement of all outstanding Loans among the Revolving Lenders that will reflect the adjustments to the Revolving Commitments of the Lenders as a result of the Revolver Increase, including reflecting that each Lender holds its Applicable Percentage of the Revolving Loans outstanding that are denominated in each Currency and (ii) notify the Revolving Lenders, any such new Lender states its Commitment amount and agrees to assume and accept New Lenders participating in the obligations and rights of a Lender hereunder Revolver Increase and the Borrowers accept such incremental Commitments. The Lenders (new Borrowers, on or existing) shall accept an assignment from before the existing LendersSpecified Time, and the existing Lenders shall make an assignment to the new by telecopier or existing Lender accepting a new or increased Commitmenttelex, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase occurrence of the total Commitments shall Revolver Increase to be subject to receipt by the Administrative Agent from the Borrowers of effected on such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestIncrease Date.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments with respect to Xxxxxxx X-0, X-0 and A-3 Loans shall terminate on, respectively, the Tranche A-1 Availability Termination Date, the Tranche A-2 Availability Termination Date and the Tranche A-3 Availability Termination Date, and the Commitments with respect to Revolving Loans shall terminate on the Maturity Date. (b) The Company may at any time terminate On the date of each Revolving Loan Borrowing, the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) Revolving Loans shall be temporarily reduced by an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Revolving Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonuntil such Revolving Loan is repaid. (c) The Company If a prepayment of Revolving Loans is required pursuant to Section 2.09, then the Revolving Commitment shall be reduced by an amount equal to such prepayment. (d) Subject to Section 2.06(e), the Borrower may at any time terminate, or from time to time reduce reduce, the Commitments; provided PROVIDED, HOWEVER, that (i) no such reduction or termination shall be permitted if after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (A) the sum of the then outstanding aggregate principal amount of the Revolving Loans PLUS LOC Obligations would exceed the aggregate Revolving Commitment then in effect, (B) the sum of the then outstanding aggregate principal amount of the Tranche A-1 Loans would exceed the aggregate Tranche A-1 Commitment then in effect, (C) the sum of the then outstanding aggregate principal amount of Tranche A-2 Loans would exceed the aggregate Tranche A-2 Commitment then in effect and (D) the sum of the then outstanding aggregate principal amount of Tranche A-3 Loans would exceed the aggregate Tranche A-3 Commitment then in effect, and (ii) unless such reduction causes the Commitments to be reduced to zero (A) each reduction of the Commitments pursuant to this paragraph (d) shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to 1,000,000 and not less than $400,000,000 unless they are terminated in their entirety 5,000,000 and (iiiB) unless at such time no Loans are outstanding, the Company Borrower shall not terminate or reduce the Commitments ifif the Commitments remaining following the proposed termination or reduction, after giving effect together with other identified funds available to any concurrent prepayment Borrower, are not, in the reasonable opinion of the Revolving Loans Administrative Agent (upon consultation with an independent engineer), sufficient to complete the Network in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing BaseAnnual Business Plan. (de) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (cd) of this Section 2.06 at least three five Business Days prior to the proposed effective date of such termination or reduction, specifying such election 45 and the proposed effective date thereof; PROVIDED, HOWEVER, that such termination or reduction shall become effective when and only to the extent that the Administrative Agent reasonably determines the Borrower has complied with the requirements of paragraph (d) of this Section 2.06. Promptly following receipt of any noticesuch determination, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination irrevocable subject to the determination by the Administrative Agent of the Commitments delivered compliance by the Borrower Representative may state that such notice is conditioned upon with the effectiveness requirements of other credit facilities, in which case such notice may be revoked by the Borrower Representative paragraph (by notice to the Administrative Agent on or prior to the specified effective dated) if such condition is not satisfiedof this Section 2.06. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Tranche A-1 Commitments or Tranche A-2 Commitments pursuant to paragraph (e) of this Section 2.06 shall be made ratably among the Lenders in accordance with their respective Tranche A-1 Commitments and Tranche A-2 Commitments. (ef) The Company maySubject to the terms and conditions set forth herein, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 upon ten (resulting in maximum total Commitments of $650,000,000 upon at least three (310) Business Days’ prior Days advance written notice to the Administrative Agent, which notice the Borrower shall specify have the right, at any time and from time to time from the Effective Date until sixty (60) days prior to the Maturity Date, to increase the aggregate amount of the Commitments hereunder (either by an increase in the Tranche A-1 Commitments or Tranche A-2 Commitments (allocated to the Tranche A-1 Commitment and the Tranche A-2 Commitment on a pro rata basis) or by an increase in the Tranche A-3 Commitments or by the addition of a new tranche of term loans under this Agreement that has a weighted average life to maturity equal to or longer than the Tranche A-1 and Tranche A-2 Term Loans and otherwise is pari passu with the Loans and LOC Obligations in all respects, including as to ranking, security, mandatory prepayments and voting issues) by an aggregate amount not to exceed the lesser of (x) $150,000,000 and (y) the product of (A) the aggregate cash proceeds of cash contributions to capital or the issuance and sale of equity interests in the Borrower received by the Borrower at any time after the Second Amendment Effective Date that are not required to be used to prepay the Loans and cash collateralize the LOC Obligations in accordance with the terms of Section 2.09(e) multiplied by (B) 0.50; PROVIDED, FURTHER, that (i) any such increase in the Tranche A-1 Commitments or Tranche A-2 Commitments shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less), (ii) any such increase pursuant to the addition of a new tranche of term loans shall be in a minimum principal amount of $20,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less), (iii) if the Tranche X-0 Xxxxxxxxxxx, Xxxxxxx X-0 Commitments or Tranche A-3 Commitments are increased and if any Tranche A-1 Loans, Tranche A-2 Loans or Tranche A-3 Loans are outstanding at the time of any such increase, the Lenders shall assign portions of their outstanding Tranche A-1 Loans, Tranche A-2 Loans or Tranche A-3 Loans (and their unfunded Commitments shall automatically be increased by an identical amount) to other Lenders (including new Lenders) as necessary to conform to the revised Tranche A-1 Commitments, Tranche A-2 Commitments and Tranche A-3 Commitments of the Lenders resulting from such increase and the Borrower shall pay any break-funding amount owing under Section 2.14 in connection with such assignments, (iv) to the extent such increase is an increase of the Tranche A-1 Commitment and (A) such increase is effective prior to the Tranche A-1 Availability Termination Date, the Borrower shall have the right to borrow up to the full amount of such increase until the Tranche A-1 Availability Termination Date, or (B) such increase is effective on or after the Tranche A-1 Availability Termination Date, a Borrowing of Tranche A-1 Loans in the amount of any such increase in the Tranche A-1 Commitment shall be made on the effective date of such increase, (v) to the extent such increase is an increase of the Tranche A-2 Commitment and (A) such increase is effective prior to the Tranche A-2 Availability Termination Date, the Borrower shall have the right to borrow up to the full amount of such increase until the Tranche A-2 Availability Termination Date, or (B) such increase is effective on or after the Tranche A-2 Availability Termination Date, a Borrowing of Tranche A-2 Loans in the amount of such increase in the Tranche A-2 Commitment shall be made on the effective date of such increase, (vi) to the extent such increase is an increase of any Tranche A-3 Commitments, the Borrower and the Lenders committing to provide such increase in Tranche A-3 Commitments may independently agree (without any right of consent by any other Lender or the Administrative Agent) to extend to any date satisfactory to them the availability period during which Tranche A-3 Loans that are committed under such increase may be requested by the Borrower and are to be funded by such Lenders, and (vii) the conditions to borrowing set forth in Section 4.02 shall be satisfied as of the date of such increase. It is hereby acknowledged and agreed that (a) the increase in the aggregate amount of the Commitments and Loans hereunder resulting from the addition of the Tranche A-3 Commitments as of the Second Amendment Effective Date has been made pursuant to the terms of this Section 2.06(f), (b) the Tranche A-3 Commitments and Tranche A-3 Loans shall constitute Commitments and Loans, respectively, for all purposes under this Agreement, including, without limitation, Section 9.02(b) and the definition of "Required Lenders," and (c) the amount of the increase in the aggregate Commitments permitted by this Section 2.06(f), as in effect on the Second Amendment Effective Date, shall be in addition to, and shall not be delivered at reduced by, the amount of the Tranche A-3 Commitments added to this Agreement as of the Second Amendment Effective Date. Any increase in the Commitments hereunder (including pursuant to the addition of a time when no Default or Event new tranche of Default has occurred and is continuing. After delivery term loans) shall be subject to satisfaction of the following: (1) the amount of such noticeincrease shall be offered first to the existing Lenders, and in the Administrative Agent or event the Companyadditional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, then (x) each existing Lender that is willing to provide a portion of such increase (each a "Committing Lender") shall be entitled to provide an amount up to its pro rata share of such increase based on the amount of its existing Commitments and (y) if there is any portion of such increase remaining after giving effect to clause (x), then the Borrower, in consultation with the Administrative Agent, shall determine how the remaining portion of such increase is disbursed among the Committing Lenders (taking into consideration the amount of the additional commitments which each Committing Lender was initially willing to take) so that such increase is fully committed, (2) if the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may offer invite other Eligible Persons to join this Credit Agreement as Lenders hereunder for the increase portion of commitments not taken by existing Lenders, provided that such other Eligible Persons shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request and (which may be declined by any Lender in its sole discretion3) in the total Commitments on either a ratable basis Borrower shall execute and/or deliver to the Administrative Agent such promissory notes, certified resolutions, opinions of counsel and such modifications to this Agreement (including revisions of SCHEDULE 2.1(a)) and the other Loan Documents as the Administrative Agent shall reasonably request in connection with such increase. The Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to hereby authorize the Administrative Agent, the Issuing Bankon their behalf, the Swingline Lender to execute any amendment or modification to this Agreement and the Company. No other Loan Documents necessary to consummate any increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestthis Section.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments under the Existing Revolving Facility shall terminate on the Existing Facility Maturity Date, and the Term B Loan Commitments terminated upon the making of the Term B Loans on February 2, 2015, (ii) any Incremental Term Commitments of a Class shall terminate on the making of the Incremental Term Loans of such Class, (iii) any Refinancing Term Commitments of a Class shall terminate on the making of the Refinancing Term Loans of such Class, (iv) each Class of Refinancing Revolving Commitments shall terminate on the Maturity Datedate specified in the Refinancing Amendment for such Class, (v) each Class of Extended Revolving Commitments shall terminate on the date specified in the Extension Amendment for such Class, and (vi) any Commitments for Extended Term Loans of a Class shall terminate on the making of the Extended Term Loans of such Class. (b) The Company Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Commitments; Revolving Commitments under a Facility, provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans under such Facility in accordance with Section 2.102.7, the sum of the Revolving Credit Exposures for such Facility would exceed the lesser total Revolving Commitments for such Facility, and (ii) each such reduction of the total Revolving Commitments shall be in a minimum amount of $5,000,000 and the Borrowing Basein integral multiples of $1,000,000. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction Each reduction, and any termination, of the Revolving Commitments shall be permanent. Each , and each such reduction of the Commitments shall be made ratably among the applicable Lenders (other than a Defaulting Lender) in accordance with their respective applicable Revolving Commitments. (ed) The Company may, Borrower may at any time and from time to time, at its option but with the consent of the Administrative Agentsole cost, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agentexpense and effort, which notice shall specify the amount of request any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more of the Lenders and/or (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved Fund of a Lender (other than a Defaulting Lender) to increase its Revolving Commitment or to provide a new Revolving Commitment, as the case may be (the decision to be within the sole and absolute discretion of such Lender, Affiliate or Approved Fund) under a Facility, or any other Lenders or entities Person reasonably acceptable satisfactory to the Administrative Agent, the Issuing Bank, Bank and the Swingline Lender to provide a new Revolving Commitment, by submitting a Revolving Increase Supplement duly executed by the Borrower and each such Lender, Affiliate, Approved Fund or other Person, as the Companycase may be, to the Administrative Agent. No increase If such Revolving Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Revolving Increase Supplement and deliver a copy thereof to the Borrower and each such Lender, Affiliate, Approved Fund or other Person, as the case may be. Upon execution and delivery of such Revolving Increase Supplement by the Administrative Agent, (i) in the total case of each such Lender, such Lender’s Revolving Commitment under such Facility shall be increased to the amount set forth in such Revolving Increase Supplement, (ii) in the case of each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person shall thereupon become a party hereto and shall for all purposes of the Loan Documents be deemed a “Lender” having a Revolving Commitment under such Facility as set forth in such Revolving Increase Supplement, and (iii) in each case, the Revolving Commitment under such Facility of such Lender, Affiliate, Approved Fund or such other Person, as the case may be, shall be as set forth in the applicable Revolving Increase Supplement; provided, however, that: (A) [Reserved]; (B) immediately after giving effect thereto, the sum of the increases to the Revolving Commitments pursuant to this Section 2.5(d) after the Closing Date (the “Aggregate Increased Revolving Amount”) plus the amount of the Incremental Term Loans made to the Borrower after the Closing Date shall become effective until not exceed the existing Incremental Amount; (C) [Reserved]; (D) each such increase when aggregated with any contemporaneous Incremental Term Loans or new Lenders extending Incremental Term Commitments made pursuant to Section 2.13 shall be in an amount not less than $25,000,000 and in an integral multiple of $1,000,000; (E) if Revolving Loans would be outstanding under the applicable Facility immediately after giving effect to each such incremental Commitment increase, then simultaneously with such increase (1) each such Lender, each such Affiliate, Approved Fund or other Person and each other Lender under such Facility shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Lender and each such Affiliate, Approved Fund or other Person a portion of its Revolving Loans necessary to reflect proportionately the Revolving Commitments as adjusted in accordance with this Section 2.5(d), and (2) in connection with such assignment, each such Lender and each such Affiliate, Approved Fund or other Person shall pay to the Administrative Agent, for the account of the other Lenders, such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the Borrowers assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6; and (F) each such Affiliate, Approved Fund or other Person shall have delivered to the Administrative Agent a document in form reasonably satisfactory and the Borrower all forms, if any, that are required to the Administrative Agent be delivered by such Affiliate, Approved Fund or other Person pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request3.7.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate (i) on March 31, 2005, if the initial borrowing hereunder shall not have occurred on or prior to such date and (ii) on the Maturity Date. (b) The Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the CommitmentsCommitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $10,000,000the Borrowing Multiple and not less than the Borrowing Minimum, or the entire amount of the Commitments of such Class, (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall will not terminate or reduce the Global Tranche Commitments if, after giving effect to any concurrent prepayment of the Revolving Global Tranche Loans in accordance with Section 2.102.11, the sum of the Revolving aggregate Global Tranche Credit Exposures would exceed the lesser aggregate Global Tranche Commitments and (iii) the Company shall not terminate or reduce the US/UK Tranche Commitments if, after giving effect to any concurrent prepayment of the total Commitments and US/UK Tranche Loans in accordance with Section 2.11, the Borrowing Baseaggregate US/UK Tranche Credit Exposures would exceed the aggregate US/UK Tranche Commitments. (dc) The Borrower Representative Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Canadian Administrative Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Representative Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each Except as provided in Section 2.09(e), each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class. (ed) The Company may, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, request that the total Commitments under any Tranche be increased (a "Commitment Increase") by an amount for each increased Tranche of not less than US$25,000,000; provided that the aggregate amount of increases under all Tranches pursuant to this sentence shall not exceed the excess of (A) $250,000,000 over (B) the aggregate amount by which new Commitments of any Class established pursuant to Section 2.09(e) shall exceed the simultaneous reductions in the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders participating in such new Class. Such notice shall specify set forth the amount of any the requested increase in each Tranche, and the date (the "Increase Effective Date") on which such increase and is requested to become effective (which shall be delivered at a time when no Default not less than 10 Business Days or Event of Default has occurred and is continuing. After delivery more than 45 days after the date of such notice), and shall offer each Lender holding a Commitment under each applicable Tranche the opportunity to increase its Commitment in such Tranche by its Tranche Percentage of the proposed increased amount. Each such Lender shall, by notice to the Company and the Administrative Agent or given not more than 5 Business Days after the date of the Company's notice, in consultation either agree to increase its applicable Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender" with the Administrative Agent, may offer the respect to such Tranche) or decline to increase its applicable Commitment (which may be declined by and any Lender in that does not deliver such a notice within such period of 5 Business Days shall be deemed to have declined to increase its sole discretionCommitment) in (each Lender so declining or deemed to have declined being a "Non-Increasing Lender" with respect to such Tranche). In the total Commitments event that on either the 5th Business Day after the Company shall have delivered a ratable basis notice pursuant to the first sentence of this paragraph the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable shall have agreed pursuant to the Administrative Agent, preceding sentence to increase their Commitments under any Tranche by an aggregate amount less than the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Lender" with respect to such Tranche), which may include any Lender, to extend Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall become effective until be subject to the existing or new Lenders extending such incremental Commitment amount approval of the Administrative Agent and the applicable Issuing Bank (which approval shall not be unreasonably withheld) and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent and the Company shall reasonably specify to evidence the Commitment of such Augmenting Lender and its status as a Lender hereunder. On the Increase Effective Date, (A) the aggregate principal amount of the Loans outstanding under each Tranche under which a Commitment Increase will become effective (the "Initial Loans" under such Tranche) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrowers holding Commitments under such Tranche shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans under such Tranche and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent a document in form reasonably satisfactory accordance with Section 2.03, (C) each Lender under such Tranche shall pay to the Administrative Applicable Agent pursuant in same day funds an amount equal to which any the difference, if positive, between (x) such existing Lender's Tranche Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender's Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, (D) after the Applicable Agent receives the funds specified in clause (C) above, the Applicable Agent shall pay to each Lender states under such Tranche the portion of such funds that is equal to the difference, if positive, between (1) such Lender's Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (2) such Lender's Tranche Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights Tranche Percentage of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders each Subsequent Borrowing (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, calculated after giving effect thereto, to the Commitment Increase) and (F) each applicable Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all credit exposure hereunder is held ratably by accrued but unpaid interest on the Lenders in proportion to their respective CommitmentInitial Loans. Assignments The deemed payments made pursuant to the preceding sentence shall be made clause (A) above in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter respect of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments each Eurocurrency Loan or B/A Equivalent Loan shall be subject to receipt indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, no increase in the Commitments under any Tranche (or in any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section unless, (A) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent from shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowers of such supplemental opinionsCompany, resolutions, certificates and other documents as (B) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered pursuant to Section 4.01 as to the corporate power and authority of the applicable Borrowers to borrow hereunder after giving effect to such increase. (e) Notwithstanding anything in Section 10.02 or elsewhere in this Agreement to the contrary, in the event the Company shall desire to designate after the date hereof as Borrowing Subsidiaries hereunder one or more Subsidiaries organized under the laws of Canada or any political subdivision thereof and shall determine that payments of interest or fees by any such Subsidiary to one or more of the Global Tranche Lenders would be subject to withholding taxes if made under the arrangements provided for herein, the Company may reasonably requestrequest Lenders selected by it that would be able to receive such payments free of withholding taxes to establish hereunder an additional Class of Commitments under which Loans would be made available to such Borrowing Subsidiaries and, if the Company shall so elect, to the Company and one or more other Borrowing Subsidiaries, and, subject to the provisions of the following sentence, the Company may increase total Commitments in connection with the establishment of such Class. Subject to the provisions of this paragraph, any such additional Class of Commitments may be established by a written amendment to this Agreement entered into by the Company, the Administrative Agent and each Lender that shall agree to provide a Commitment of such Class, and shall not require the consent of any other Lender; provided, that: (i) the aggregate outstanding principal amount of the new Commitments of any Class established pursuant to this paragraph shall not, without the consent of the Required Lenders, exceed the sum of (A) US$250,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to paragraph (d) above and (B) the aggregate amount of any simultaneous reductions of the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders extending Commitments as part of such new Class (and any such reductions may, notwithstanding any other provision of this Agreement, be effected by the amendment agreement establishing such new Class without any corresponding reduction of the Commitments of the other Global Tranche Lenders or US/UK Tranche Lenders, as the case may be); and (ii) the terms applicable to the Commitments and Borrowings of any new Class shall be the same as those applicable to the original Classes except as required or deemed appropriate by the Company and the Administrative Agent to make the Commitments and Loans of such new Class available to the intended Borrowing Subsidiaries. Any such amendment agreement shall, subject to the preceding sentence, amend the provisions of this Agreement and the other Loan Documents to set forth the terms of such new Class and the Borrowings thereunder and make such other amendments to this Agreement (including to Sections 2.18, 7.02, 7.03 and 10.02) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to make the benefits of this Agreement available to the Lenders participating in such new Class. Further, any such amendment agreement shall amend the provisions of this Agreement (including the definition of Excluded Taxes and Section 2.17) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to ensure that payments by or to Lenders participating in such new Class shall not be subject to withholding taxes imposed by Canada and the United States in effect on the date each such Lender becomes a participant in the new Class. The Commitments, Loans and Borrowings of any Class established pursuant to this paragraph shall constitute Commitments, Loans and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees created by the Subsidiary Guarantee Agreement to the extent provided therein.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time prior to February 22, 2013 reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall 5,000,000 and the aggregate amount of the total Commitments may not be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company 200,000,000. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the lesser of the total Commitments and the Borrowing Baseas reduced. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three five (5) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company maySo long as the Borrower is not then in Default and so long as the Borrower has not reduced the Commitment pursuant to Section 2.08(b), from time the Borrower may on two (2) occasions prior to timetwo (2) years after the date of this Agreement, at its option but with request that the consent of aggregate Commitments be increased, so long as the Administrative Agent, seek to increase aggregate Commitments do not exceed Seven Hundred Million Dollars ($700,000,000.00) (the total “Maximum Commitment”). If the Borrower requests that the aggregate Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such noticeincreased, the Administrative Agent shall use commercially reasonable efforts to obtain increased or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis additional commitments up to the Lenders or on a non pro-rata basis Maximum Commitment, and to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to do so the Administrative Agent a document may, after first offering the Lenders the opportunity to participate in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount increased Commitments, obtain additional lenders of its Commitment increasechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any such new Lender states its Commitment amount and agrees to assume and accept of the obligations and rights of a Lender hereunder and the Borrowers accept such incremental CommitmentsLenders. The Lenders (new or existing) Borrower and each Guarantor shall accept execute an assignment from the existing Lendersamendment to this Agreement, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates additional Notes and other documents as the Administrative Agent may reasonably requestrequire to evidence the increase of the Commitments, and the admission of additional Persons as Lenders, if necessary.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $10,000,000500,000, (ii) at no time shall and the aggregate amount of the total Commitments may not be reduced to less than $400,000,000 25,000,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the total Revolving Credit Exposures would exceed the lesser of Maximum Loan Available Amount as reduced. After any reduction in the total Commitments, the Borrower’s option to increase the Commitments and the Borrowing Baseprovided in Section 2.08(d) shall terminate. (dc) The Lead Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Lead Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.08(b), the Borrower may, from time prior to timeDecember 4, at its option but with 2011, request that the consent Commitments be increased, so long as (a) each increase is in a minimum amount of $10,000,000.00 and an integral multiple of $5,000,000 (or such smaller amounts as the Administrative AgentAgent may approve), seek to increase (b) the Borrower has not previously reduced the Commitments, and (c) the aggregate Commitments do not exceed $150,000,000.00 (the “Maximum Commitment”). If the Borrower requests that the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such noticeincreased, the Administrative Agent shall use its best efforts to obtain increased or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis additional commitments up to the Lenders or on a non pro-rata basis Maximum Commitment, and to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to do so the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount may obtain additional lenders of its Commitment increasechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any such new Lender states its Commitment amount and agrees to assume and accept of the obligations and rights of a Lender hereunder and the Borrowers accept such incremental CommitmentsLenders. The Lenders (new or existing) Borrower and each other Credit Party shall accept execute an assignment from the existing Lendersamendment to this Agreement, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates additional Notes and other documents as the Administrative Agent may reasonably requestrequire to evidence the increase of the Commitments, the addition of new projects as Mortgaged Properties, if applicable, and the admission of additional Persons as Lenders, if necessary.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time prior to January 31, 2008 reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $10,000,000500,000, (ii) at no time shall and the aggregate amount of the total Commitments may not be reduced to less than $400,000,000 37,500,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the total Revolving Credit Exposures would exceed the lesser of Maximum Loan Available Amount as reduced. After any reduction in the total Commitments, the Borrower's option to increase the Commitments and the Borrowing Baseprovided in Section 2.08(d) shall terminate. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company So long as the Borrower is not then in Default, the Borrower may, from time prior to timeJanuary 31, at its option but with 2008, request that the consent Commitments be increased, so long as (a) each increase is in a minimum amount of $15,000,000.00 (or such smaller amount as the Administrative AgentAgent may approve), seek to increase (b) the Borrower has not previously reduced the Commitments, and (c) the aggregate Commitments do not exceed $125,000,000.00 (the "Maximum Commitment"). If the Borrower requests that the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such noticeincreased, the Administrative Agent shall use its best efforts to obtain increased or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis additional commitments up to the Lenders or on a non pro-rata basis Maximum Commitment, and to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to do so the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount may obtain additional lenders of its Commitment increasechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any such new Lender states its Commitment amount and agrees to assume and accept of the obligations and rights of a Lender hereunder and the Borrowers accept such incremental CommitmentsLenders. The Lenders (new or existing) Borrower and each other Credit Party shall accept execute an assignment from the existing Lendersamendment to this Agreement, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates additional Notes and other documents as the Administrative Agent may reasonably requestrequire to evidence the increase of the Commitments, the addition of new projects as Mortgaged Properties, if applicable, and the admission of additional Persons as Lenders, if necessary.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of CreditLC Disbursement, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, including, without limitation, fees payable with respect to Letters of Credit, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 150,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (e) The Company mayBorrowers shall have the right to increase the Commitments by obtaining additional Commitments, either from time one or more of the Lenders or another lending institution provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrower Representative, on behalf of the Borrowers, may make a maximum of four (4) such requests, (iii) the Administrative Agent has approved the identity of any such new Lender, such approval not to timebe unreasonably withheld, at its option but with (iv) any such new Lender assumes all of the consent rights and obligations of a “Lender” hereunder, and (v) the procedure described in Section 2.09(f) have been satisfied. (f) Any amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice Borrowers and each Lender being added or increasing its Commitment, subject only to the Administrative Agent, which notice shall specify the amount approval of all Lenders if any such increase and shall be delivered at would cause the Commitments to exceed $350,000,000. As a time when no Default or Event of Default has occurred and is continuing. After delivery of condition precedent to such noticean increase, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered deliver to the Administrative Agent a document certificate of each Loan Party (in form reasonably satisfactory sufficient copies for each Lender) signed by an authorized officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B) no Default exists. (g) Within a reasonable time after the effective date of any increase, the Administrative Agent pursuant shall, and is hereby authorized and directed to, revise the Commitment Schedule to which reflect such increase and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement. On the Business Day following any such existing Lender states the amount of its Commitment increase, all outstanding ABR Advances shall be reallocated among the Lenders (including any such new Lender states its Commitment amount and agrees to assume and accept newly added Lenders) in accordance with the obligations and rights of a Lender hereunder Lenders’ respective revised Applicable Percentages and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment adjustments among themselves with respect to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each Advances then outstanding Loan and Letter amounts of Credit principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such that, after giving effect thereto, all credit exposure hereunder is held ratably by reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in proportion to their respective Commitment. Assignments pursuant to effect at the preceding sentence time of any such increase, at which time any such Eurodollar Advances being continued shall be made in exchange for the principal amount assigned plus accrued reallocated, and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments Eurodollar Advances being converted to ABR Advances shall be subject to receipt by converted and allocated, among the Administrative Agent from Lenders (including the Borrowers of newly added Lenders) at such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requesttime.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Commitments; , provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.7, the sum aggregate outstanding principal amount of the Revolving Exposures all Lenders' Loans would exceed the lesser of the total Commitments and (iii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (c) Upon the Borrowing Baseoccurrence of a Change in Control, the Commitments shall automatically terminate and the outstanding principal amount of, and the accrued interest on, the Loans and all other amounts payable by the Borrowers hereunder and under the Notes (including any amounts payable under Section 3.6) shall forthwith be due and payable. (d) Provided that at the time of and immediately after giving effect thereto, no Default shall exist and be continuing, the Company may at any time and from time to time, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent to provide a new Commitment, by submitting to the Administrative Agent an Increase Supplement duly executed by each Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, it shall execute such Increase Supplement and deliver a copy thereof to the Company and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent, (i) in the case of each such Lender, its Commitment shall be increased to the amount set forth in such Increase Supplement and (ii) in the case of each such other Person, such other Person shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided, however, that: (A) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $500,000,000; (B) each such increase shall be in an amount not less than $50,000,000 or such amount plus an integral multiple of $10,000,000; (C) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such increasing Lender, each such other Person and each other Lender having a Commitment shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such increasing Lender and each such other Person a portion of its Loans necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such increasing Lender and each such other Person shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6; and (D) each such other Person shall have delivered to the Administrative Agent and the Company all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7(c). (e) The Borrower Representative Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative Company pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower Representative Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction Each reduction, and any termination, of the Commitments shall be permanent. Each permanent and each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (e) The Company may, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Revolving Commitments and the Letter of Credit Commitments shall terminate on the Maturity Commitment Termination Date; provided however, upon delivery to the Administrative Agent of a copy of an order or approval issued by the PUC, certified by a Financial Officer to be true and complete, which is final and not subject to review or appeal, that approves the extension of the date set forth in clause (a) of the definition of Commitment Termination Date, then the date set forth in clause (a) of the definition of Commitment Termination Date shall be automatically extended to the latest date permitted by such order or approval but in no event later than June 30, 2022. (b) The Company Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Commitments; , provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum 2.07 and/or any concurrent cash collateralization of the Revolving Exposures Letter of Credit Exposure, (x) the Aggregate Credit Exposure would exceed the lesser Aggregate Revolving Commitments, (y) the total Revolving Credit Exposures of all of the total Lenders would exceed the Aggregate Revolving Commitments or (z) the Aggregate Letter of Credit Exposure would exceed the Aggregate Letter of Credit Commitments, and the Borrowing Base(ii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided provided, that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments hereunder shall be permanentpermanent but without prejudice to the rights of the Borrower under paragraph (d) below. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company mayProvided that immediately before and after giving effect thereto, no Default shall or would exist and be continuing and the conditions set forth in Section 5.02 have been satisfied or waived, the Borrower may at any time and from time to time, on or before the Commitment Termination Date referred to in clause (a) of the definition thereof (including after giving effect to any extension thereof pursuant to Section 2.05(a)), request any one or more of the Lenders to increase (such decision to be within the sole and absolute discretion of such Lender) its Revolving Commitment and Letter of Credit Commitment, and/or any other Eligible Assignee reasonably satisfactory to the Administrative Agent and the Borrower, to provide a new Revolving Commitment and a new Letter of Credit Commitment, by submitting an Increase Request in the form of Exhibit F (an “Increase Request”), duly executed by the Borrower and each such Lender or Eligible Assignee, as the case may be. Thereupon, the Administrative Agent shall execute such Increase Request and deliver a copy thereof to the Borrower and each such Lender or Eligible Assignee, as the case may be. Upon execution and delivery of such Increase Request, (i) in the case of each such Lender, such Lender’s Revolving Commitment shall be increased to the amount set forth in such Increase Request, (ii) in the case of each such Eligible Assignee, such Eligible Assignee shall become a party hereto and shall for all purposes of the Loan Documents be deemed a “Lender” with a Revolving Commitment in the amount set forth in such Increase Request, and (iii) the Borrower shall contemporaneously therewith execute and deliver to the Administrative Agent a Note or Notes for each such Eligible Assignee providing a new Revolving Commitment and for such existing Lender increasing its Revolving Commitment provided, however, that: (i) immediately after giving effect thereto, the Aggregate Revolving Commitments shall not have been increased pursuant to this subsection (d) to an amount greater than the sum of (x) $275,000,000 plus (y) the amount of the Revolving Commitment of each Lender that becomes a Defaulting Lender; (ii) each such increase shall be in an amount not less than $5,000,000 or such amount plus an integral multiple of $1,000,000; (iii) the Revolving Commitments shall not be increased on more than three occasions; (iv) the Administrative Agent shall have received documents (including, without limitation, one or more opinions of counsel) consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase; (v) if Loans shall be outstanding immediately after giving effect to such increase, the Lenders shall, upon the acceptance of the Increase Request by, and at its option but with the consent of direction of, the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify make appropriate adjustments among themselves so that the amount of Revolving Credit Exposures from any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or Lenders under this Agreement are allocated among the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis Lenders according to their Commitment Percentages after giving effect to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Aggregate Revolving Commitments (it being understood and agreed that any reallocation made pursuant to this clause (v) shall become effective until require the existing or new Lenders extending Borrower to make payment pursuant to Section 3.06 with respect to any affected Eurodollar Loans); (vi) each such incremental Commitment amount and the Borrowers Eligible Assignee shall have delivered to the Administrative Agent a document in form reasonably satisfactory and the Borrower an Administrative Questionnaire and all forms, if any, that are required to be delivered by such Eligible Assignee pursuant to Section 3.07(e); and (vii) the Administrative Agent pursuant shall have received (1) a copy of an order or approval issued by the PUC, certified by a Financial Officer to be true and complete, which is final and not subject to review or appeal, that authorizes the Borrower to obtain any such existing Lender states increase in the amount of its Commitment increase, any such new Lender states its Commitment amount Commitments requested by the Borrower and agrees to assume and accept the obligations and rights (2) a certificate of a Lender hereunder and Financial Officer attaching thereto resolutions of the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from Board of Directors of the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make Borrower authorizing any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt requested by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestBorrower.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the The Commitments shall terminate be automatically terminated on the earlier of (i) the Maturity DateDate or (ii) 30 days after the date hereof if the Closing Date has not occurred. (b) The Company Subject to Section 2.14(b), upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower may at any time terminate in whole permanently terminate, or from time to time in part permanently reduce, the Commitments upon Total Commitment; provided, however, that (i) each partial reduction of the payment Total Commitment shall be in full an integral multiple of all outstanding Loans, together with accrued $1,000,000 and unpaid interest thereon in a minimum principal amount of $10,000,000 and on any Letters of Credit, (ii) the cancellation and return of all Borrower shall not be entitled to make any such termination or reduction that would reduce the Total Commitment to an amount less than the aggregate outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% principal amount of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonCompetitive Loans. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with their respective Commitments. The Company may from time Borrower shall pay to time reduce the Commitments; provided that (i) each reduction Administrative Agent for the account of the Commitments shall be Banks on the date of each termination or reduction (in an amount that is an integral multiple the case of $10,000,000a reduction, (ii) at no time shall the aggregate "Reduction Date"), the Facility Fees on the amount of the Commitments be so terminated or reduced accrued to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments if, after giving effect to any concurrent prepayment date of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Basesuch termination or reduction. (d) The Borrower Representative shall notify may from time to time, and notwithstanding any prior reductions in the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered Total Commitment by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilitiesBorrower, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior (which shall promptly deliver a copy to each of the specified effective date) if such condition Banks), request that the Total Commitment be increased by an amount that is not satisfiedless than $25,000,000 and will not result in the Total Commitment under this Agreement and the Facility A Credit Agreement exceeding $575,000,000 in the aggregate. Any termination or reduction Each such notice shall set forth the requested amount of the Commitments increase in the Total Commitment and the date on which such increase is to become effective (which shall be permanentnot fewer than 20 days after the date of such notice), and shall offer each Bank the opportunity to increase its Commitment by its ratable share, based on the amounts of the Banks' Commitments, of the requested increase in the Total Commitment. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (e) The Company mayBank shall, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase Borrower and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent given not more than 15 Business Days after the date of the Borrower's notice, either agree to increase its Commitment by all or a portion of the Companyoffered amount or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 15 Business Days shall be deemed to have declined to increase its Commitment); provided, however, that no Bank may agree to increase its Commitment hereunder unless it shall have agreed to ratably increase its Commitment under the Facility A Credit Agreement (if the Facility A Credit Agreement is then in consultation with effect). In the Administrative Agentevent that, may offer on the increase (which may be declined by any Lender in its sole discretion) in 15th Business Day after the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers Borrower shall have delivered a notice pursuant to the Administrative Agent a document in form reasonably satisfactory to first sentence of this paragraph, the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) Banks shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Borrower, the Borrower shall be made have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Bank"), which may include any Bank, to extend Commitments or increase their existing Commitments in exchange for the principal an aggregate amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase equal to all or part of the total Commitments unsubscribed amount; provided that each Augmenting Bank, if not already a Bank hereunder, shall be subject to receipt by the approval of the Borrower and the Administrative Agent from the Borrowers of (which approval shall not be unreasonably withheld) and shall execute all such supplemental opinions, resolutions, certificates and other documents documentation as the Administrative Agent may reasonably requestshall specify to evidence its status as a Bank hereunder. If (and only if) Banks (including Augmenting Banks) shall have agreed to increase their Commitments or to extend new Commitments in an aggregate amount not less than $25,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph, and shall be deemed added to the Commitments set forth in Schedule 2.01 hereof. Notwithstanding the foregoing, no increase in the Total Commitment (or in the Commitment of any Bank) shall become effective under this paragraph unless, on the date of such increase, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (ii) on the effective date of such increase the Total Commitment under and as defined in the Facility A Credit Agreement shall be proportionately increased (if the Facility A Credit Agreement is then in effect) in accordance with the terms of such Agreement. Following any increase in the Commitments of any of the Banks pursuant to this paragraph, any Revolving Credit Loans outstanding prior to the effectiveness of such increase shall continue outstanding until the ends of the respective interest periods applicable thereto, and shall then be repaid or refinanced with new Revolving Credit Loans made pursuant to Sections 2.01 and 2.05.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $10,000,000500,000, (ii) at no time shall and the aggregate amount of the total Commitments may not be reduced to less than an aggregate of $400,000,000 50,000,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the total Revolving Credit Exposures would exceed the lesser of aggregate Commitments as reduced. After any reduction in the total Commitments, the Borrower’s option to increase the Commitments and the Borrowing Baseprovided in Section 2.08(d) shall terminate. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.08(b), the Borrower may, from at any time to timeduring the Availability Period, at its option but with request that the consent Commitments be increased, so long as (a) each increase is in a minimum amount of $10,000,000.00 and an integral multiple of $5,000,000 (or such smaller amounts as the Administrative AgentAgent may approve), seek to increase (b) the Borrower has not previously reduced the Commitments, and (c) the aggregate Commitments do not exceed $1,000,000,000.00 (the “Maximum Commitment”). If the Borrower requests that the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such noticeincreased, the Administrative Agent shall use its best efforts to obtain increased or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis additional commitments up to the Lenders or on a non pro-rata basis Maximum Commitment, and to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to do so the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount may obtain additional lenders of its Commitment increasechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any such new of the Lenders with no Lender states having any obligation to so increase its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental CommitmentsCommitment. The Lenders (new or existing) Borrower and each other Credit Party shall accept execute an assignment from the existing Lendersamendment to this Agreement, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates additional Notes and other documents as the Administrative Agent may reasonably requestrequire to evidence the increase of the Commitments, the addition of new Real Property to the Unencumbered Pool, if applicable, and the admission of additional Persons as Lenders, if necessary.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments with respect to Tranche A-1 and A-2 Loans shall terminate on, respectively, the Tranche A-1 Availability Termination Date and the Tranche A-2 Availability Termination Date, and the Commitments with respect to Revolving Loans shall terminate on the Maturity Date. (b) The Company may at any time terminate On the date of each Revolving Loan Borrowing, the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) Revolving Loans shall be temporarily reduced by an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Revolving Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonuntil such Revolving Loan is repaid. (c) The Company If a prepayment of Revolving Loans is required pursuant to Section 2.09, then the Revolving Commitment shall be reduced by an amount equal to such prepayment. (d) Subject to Section 2.06(e), the Borrower may at any time terminate, or from time to time reduce reduce, the Commitments; provided PROVIDED, HOWEVER, that (i) no such reduction or termination shall be permitted if after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (A) the sum of the then outstanding aggregate principal amount of the Revolving Loans PLUS LOC Obligations would exceed the aggregate Revolving Commitment then in effect, (B) the sum of the then outstanding aggregate principal amount of the Tranche A-1 Loans would exceed the aggregate Tranche A-1 Commitment then in effect and (C) the sum of the then outstanding aggregate principal amount of Tranche A-2 Loans would exceed the aggregate Tranche A-2 Commitment then in effect, and (ii) unless such reduction causes the Commitments to be reduced to zero (A) each reduction of the Commitments pursuant to this paragraph (d) shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to 1,000,000 and not less than $400,000,000 unless they are terminated in their entirety 5,000,000 and (iiiB) unless at such time no Loans are outstanding, the Company Borrower shall not terminate or reduce the Commitments ifif the Commitments remaining following the proposed termination or reduction, after giving effect together with other identified funds available to any concurrent prepayment Borrower, are not, in the reasonable opinion of the Revolving Loans Administrative Agent (upon consultation with an independent engineer), sufficient to complete the Network in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing BaseAnnual Business Plan. (de) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (cd) of this Section 2.06 at least three five Business Days prior to the proposed effective date of such termination or reduction, specifying such election and the proposed effective date thereof; PROVIDED, HOWEVER, that such termination or reduction shall become effective when and only to the extent that the Administrative Agent reasonably determines the Borrower has complied with the requirements of paragraph (d) of this Section 2.06. Promptly following receipt of any noticesuch determination, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination irrevocable subject to the determination by the Administrative Agent of the Commitments delivered compliance by the Borrower Representative may state that such notice is conditioned upon with the effectiveness requirements of other credit facilities, in which case such notice may be revoked by the Borrower Representative paragraph (by notice to the Administrative Agent on or prior to the specified effective dated) if such condition is not satisfiedof this Section 2.06. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments pursuant to paragraph (e) of this Section 2.06 shall be made ratably among the Lenders in accordance with their respective Commitments. (ef) The Company maySubject to the terms and conditions set forth herein, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 upon ten (resulting in maximum total Commitments of $650,000,000 upon at least three (310) Business Days’ prior Days advance written notice to the Administrative Agent, which notice the Borrower shall specify have the right, at any time and from time to time from the Effective Date until sixty (60) days prior to the Maturity Date, to increase the aggregate amount of the Commitments hereunder (either by an increase in the Tranche A Commitments (allocated to the Tranche A-1 Commitment and the Tranche A-2 Commitment on a pro rata basis) or by the addition of a new tranche of term loans under this Agreement that has a weighted average life to maturity equal to or longer than the Tranche A Term Loans and otherwise is pari passu with the Loans and LOC Obligations in all respects, including as to ranking, security, mandatory prepayments and voting issues) by an aggregate amount not to exceed $125,000,000; PROVIDED that (i) any such increase in the Tranche A Commitments shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less), (ii) any such increase pursuant to the addition of a new tranche of term loans shall be in a minimum principal amount of $20,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less), (iii) if the Tranche A Commitments are increased and if any Tranche A Loans are outstanding at the time of any such increase, the Lenders shall assign portions of their outstanding Tranche A Loans (and their unfunded Commitments shall automatically be increased by an identical amount) to other Lenders (including new Lenders) as necessary to conform to the revised Tranche A Commitments of the Lenders resulting from such increase and the Borrower shall pay any break-funding amount owing under Section 2.14 in connection with such assignments, (iv) to the extent such increase is an increase of the Tranche A-1 Commitment and (A) such increase is effective prior to the Tranche A-1 Availability Termination Date, the Borrower shall have the right to borrow up to the full amount of such increase until the Tranche A-1 Availability Termination Date, or (B) such increase is effective on or after the Tranche A-1 Availability Termination Date, a Borrowing of Tranche A-1 Loans in the amount of any such increase and in the Tranche A-1 Commitment shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery made on the effective date of such noticeincrease, (v) to the extent such increase is an increase of the Tranche A-2 Commitment and (A) such increase is effective prior to the Tranche A-2 Availability Termination Date, the Administrative Agent Borrower shall have the right to borrow up to the full amount of such increase until the Tranche A-2 Availability Termination Date, or (B) such increase is effective on or after the CompanyTranche A-2 Availability Termination Date, a Borrowing of Tranche A-2 Loans in the amount of such increase in the Tranche A-2 Commitment shall be made on the effective date of such increase, and (vi) the conditions to borrowing set forth in Section 4.02 shall be satisfied as of the date of such increase. Any increase in the Commitments hereunder (including pursuant to the addition of a new tranche of term loans) shall be subject to satisfaction of the following: (1) the amount of such increase shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, then (x) each existing Lender that is willing to provide a portion of such increase (each a "Committing Lender") shall be entitled to provide an amount up to its pro rata share of such increase based on the amount of its existing Commitments and (y) if there is any portion of such increase remaining after giving effect to clause (x), then the Borrower, in consultation with the Administrative Agent, shall determine how the remaining portion of such increase is disbursed among the Committing Lenders (taking into consideration the amount of the additional commitments which each Committing Lender was initially willing to take) so that such increase is fully committed, (2) if the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may offer invite other Eligible Persons to join this Credit Agreement as Lenders hereunder for the increase portion of commitments not taken by existing Lenders, provided that such other Eligible Persons shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request and (which may be declined by any Lender in its sole discretion3) in the total Commitments on either a ratable basis Borrower shall execute and/or deliver to the Administrative Agent such promissory notes, certified resolutions, opinions of counsel and such modifications to this Agreement (including revisions of Schedule 2.1(a)) and the other Loan Documents as the Administrative Agent shall reasonably request in connection with such increase. The Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to hereby authorize the Administrative Agent, the Issuing Bankon their behalf, the Swingline Lender to execute any amendment or modification to this Agreement and the Company. No other Loan Documents necessary to consummate any increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestthis Section.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Maturity Date. (b) The Company Borrowers may at any time terminate the Commitments upon (i) the payment in full in cash of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Creditthereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of Issuing Bank with a cash deposit (or at the discretion of the Issuing Bank a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretionIssuing Bank) equal to 105103% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and all other Obligations in cash together with accrued and unpaid interest thereon. (c) . The Company Borrowers may from time to time reduce the CommitmentsCommitments of any Class; provided that (iA) each reduction of the Commitments shall be in an amount that is an integral multiple of the Equivalent Amount of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to 1,000,000 and not less than the Equivalent Amount of $400,000,000 unless they are terminated in their entirety 5,000,000, and (iiiB) the Company Borrowers shall not terminate or reduce the Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.102.11, the sum of the Revolving Credit Exposures for such Class would exceed the lesser of the total Commitments and the Borrowing Baseof such Class. (dc) The Borrower Representative Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company may, Borrowers shall have the right (exercisable at any time and from time to time, at its option but with the consent of the Administrative Agent, seek ) to increase the total Commitments by obtaining additional Commitments in U.S. Dollars, Euros or Philippine Pesos, by up to an aggregate amount equal to the Equivalent Amount of $100,000,000 (resulting in a maximum total Commitments aggregate Commitment of the Equivalent Amount of $650,000,000 upon at least three 325,000,000), either from one or more of the Lenders or another lending institution acceptable to Administrative Agent; provided that (3i) Business Days’ prior any such request for an increase shall be in a minimum amount equal to the Equivalent Amount of $25,000,000, (ii) the Administrative Agent shall have consented to such increase in Commitments, (iii) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (iv) the procedures described in Section 2.09(f) have been satisfied. (e) Any amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall only require the written notice to signatures of the Administrative Agent, which notice shall specify the amount Borrowers and the Lender(s) being added or increasing their Commitment, subject only to the approval of all Lenders if any such increase would cause the Commitment to exceed an amount equal to the Equivalent Amount of $325,000,000. As a condition precedent to each such increase, Borrowers shall deliver to the Administrative Agent a certificate (in sufficient copies for each Lender) signed by an authorized officer of Borrowers (i) certifying and shall be delivered at a time when attaching the resolutions adopted by each Loan Party approving or consenting to such increase and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default or Event of Default has occurred and is continuing. After delivery continuing and (C) Parent is in compliance on a pro forma basis (assuming such increase was made on the last day of such noticethe applicable period) with the covenants set forth in Section 6.10, recomputed for the most recent quarter for which financial statements have been delivered pursuant to calculations and detail acceptable to Administrative Agent. (f) Within a reasonable time after the effective date of any increase, the Administrative Agent or shall, and is hereby authorized and directed to, revise the CompanyCommitment Schedule to reflect such increase and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement. On the Business Day following any such increase, all outstanding Loans and other outstanding advances shall be reallocated among the Lenders (including any newly added Lenders) in consultation accordance with the Administrative Agent, may offer Lenders’ respective revised Applicable Percentages. Eurodollar Borrowings shall not be reallocated among the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis Lenders prior to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to expiration of the Administrative Agent, applicable Interest Period in effect at the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which time of any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Maturity Date. (b) The Company Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretionAgent) equal to 105% of the LC Exposure as of such date), and (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrowers may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $10,000,0001,000,000 and not less than $5,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Borrowers shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Revolving Commitments and the Borrowing Base, and (iii) the Borrowers shall be entitled to only three (3) such reductions per calendar year. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (e) The Company may, from time Borrowers shall have the right to time, at its option but with request that the consent of the Administrative Agent, seek to increase the total Commitments Revolving Commitment be increased by up to an aggregate amount $10,000,000 by obtaining additional Revolving Commitments, either from one or more of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender another lending institution. Such request shall be in writing and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to whereupon the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by notify the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignmentsrequest. Any such increase request shall be subject to approval of the total Required Lenders, in their sole discretion. The Required Lenders may withhold their approval of such request for any or no reason. In no event shall any Lender be obligated to honor any such request by the Borrowers. In the event that any such request is approved by the Required Lenders, such increase in the Revolving Commitments shall be subject to receipt terms and conditions deemed appropriate by the Administrative Agent from the Borrowers of such supplemental opinionsAgent, resolutions, certificates and other documents as the Administrative Agent may reasonably requestin its sole discretion.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $10,000,000500,000, (ii) at no time shall and the aggregate amount of the total Commitments may not be reduced to less than an aggregate of $400,000,000 50,000,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the total Revolving Credit Exposures would exceed the lesser of aggregate Commitments as reduced. After any reduction in the total Commitments, the Borrower’s option to increase the Commitments and the Borrowing Baseprovided in Section 2.08(d) shall terminate. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.08(b), the Borrower may, from time prior to timeNovember 19, at its option but with 2018, request that the consent Commitments be increased, so long as (a) each increase is in a minimum amount of $10,000,000.00 and an integral multiple of $5,000,000 (or such smaller amounts as the Administrative AgentAgent may approve), seek to increase (b) the Borrower has not previously reduced the Commitments, and (c) the aggregate Commitments do not exceed $1,000,000,000.00 (the “Maximum Commitment”). If the Borrower requests that the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such noticeincreased, the Administrative Agent shall use its best efforts to obtain increased or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis additional commitments up to the Lenders or on a non pro-rata basis Maximum Commitment, and to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to do so the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount may obtain additional lenders of its Commitment increasechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any such new Lender states its Commitment amount and agrees to assume and accept of the obligations and rights of a Lender hereunder and the Borrowers accept such incremental CommitmentsLenders. The Lenders (new or existing) Borrower and each other Credit Party shall accept execute an assignment from the existing Lendersamendment to this Agreement, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates additional Notes and other documents as the Administrative Agent may reasonably requestrequire to evidence the increase of the Commitments, the addition of new Real Property to the Unencumbered Pool, if applicable, and the admission of additional Persons as Lenders, if necessary.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, The Revolver Commitments and the Commitments Swing Line Commitment shall terminate be automatically terminated on the Maturity DateRevolver Termination Date whereupon all Revolving Loans and Swing Line Loans and accrued interest thereon shall become due and payable in full. (b) The Company Upon at least five Business Days’ prior irrevocable written (including facsimile) notice to the Agent, the Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect from time to each such Letter of Credittime in part permanently reduce, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% Revolver Commitments; provided, however, that each partial reduction of the LC Exposure as of such date)Revolver Commitments shall be in a minimum principal amount $3,000,000 or in a whole multiple thereof, and (iii) the payment in full Revolver Commitments may not be reduced or terminated if, after giving effect thereto and to any prepayments of the accrued and unpaid fees payable to Loans made on the Loan Parties hereunder, and (iv) effective date thereof the payment in full Revolver Exposure at such time would exceed the aggregate amount of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonRevolver Commitments at such time. (c) Each reduction in the Revolver Commitments hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Company Borrowers shall pay to the Agent for the account of the Banks on the date of each termination or reduction of the Revolver Commitments, the Commitment Fees on the amount of such Revolver Commitments so terminated or reduced accrued to the date of such termination or reduction. (i) The Borrowers may at any time and from time to time reduce time, subject to the Commitmentslast sentence hereof, request an increase in the Revolver Commitments by sending a written notice thereof to all of the Banks and the Agent. Such notice shall specify the total amount of the increase requested by the Borrowers (the “Requested Increase”); provided that that, (i) each reduction of the Commitments Requested Increase shall be in an amount that is an integral multiple of equal to at least $10,000,000, 5,000,000 and (ii) the maximum aggregate increase of the Revolver Commitments shall be $10,000,000. Upon receipt of such notice from the Borrower, the Agent shall promptly give notice thereof to the Banks. Each Bank shall respond in writing to the Borrowers (with a copy simultaneously sent to the Agent), within thirty (30) days of receipt of a Requested Increase (or such shorter period as the Agent and the Borrowers shall agree), stating the maximum amount, if any, by which such Bank is willing to increase its Revolver Commitment (the “Offered Amount”). If the total of the Offered Amounts for all of the Banks is greater than the Requested Increase, the Requested Increase shall be allocated amongst the offering Banks as determined by the Agent or, pro rata based on each Bank’s Commitment Percentage as in effect prior to any such increase. If the total of the Offered Amount for all of the Banks is equal to or less than the Requested Increase (x) each Bank’s Revolver Commitment shall increase by its Offered Amount and (y) the Borrowers may, subject to the consent of the Agent, offer the difference, if any, to one or more new banks or other financial institutions (each a “Proposed New Bank”). If the Borrowers request that a Proposed New Bank join this Agreement and provide a Revolver Commitment hereunder, the Borrowers shall at no time least five (5) days prior to the date (or such other period as the Agent and the Borrowers shall agree) on which such Proposed New Bank proposes to join this Agreement notify the aggregate Agent of the name of the Proposed New Bank and the amount of its proposed Revolver Commitment. Upon the Commitments be reduced consent of the Agent to less than $400,000,000 unless they are terminated in their entirety and a Proposed New Bank joining this Agreement (iii) the Company which consent shall not reduce be unreasonably withheld or delayed), such Proposed New Bank shall join this Agreement pursuant to the Commitments ifprovisions of subsection 9.6(j), after giving effect to any concurrent prepayment of including that its minimum Revolver Commitment be at least $5,000,000 or such lesser amount as the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing BaseAgent shall agree. (dii) The Borrower Representative Any Bank that increases its Revolver Commitment shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days execute and deliver an Increased Commitment and Acceptance prior to the effective date of such termination or reduction, specifying such election increase. Any Proposed New Bank shall execute and deliver a duly completed New Bank Joinder to the Agent at least five (5) days prior to the effective date thereofof such Proposed New Bank’s joinder hereto. Promptly following receipt Simultaneously with the execution and delivery of any noticea New Bank Joinder or an Increased Commitment and Acceptance, the Administrative Agent Borrower shall advise deliver a new Revolver Note for the Lenders of applicable Bank. (iii) Following any increase in the contents thereof. Each notice delivered by the Borrower Representative Revolver Commitments pursuant to this Section subsection 2.14(d), the Agent shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice send to the Administrative Agent on or prior to Banks and the specified effective dateBorrowers a revised Schedule I setting forth each Bank’s new Commitment. Such Schedule shall replace the existing Schedule I if no Bank objects thereto within ten (10) if such condition is not satisfied. Any termination or reduction days of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitmentsits receipt thereof. (eiv) The Company may, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice Notwithstanding anything to the Administrative Agentcontrary in this subsection 2.14(d), which notice shall specify (x) the amount Borrowers may not request an increase in the Revolver Commitments if at the time of any such increase and shall be delivered at request a time when no Default or Event of Default has occurred shall exist and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretiony) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No no increase in the total Revolver Commitments (including by way of the addition of a Proposed New Bank) shall become effective until if on the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any date that such increase would become effective, a Default or Event of the total Commitments Default shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents then exist or occur as the Administrative Agent may reasonably requesta result thereof.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Commitments shall terminate on the Maturity Date. (b) The Company Viacom may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce in part permanently reduce, the Commitments; provided provided, however, that (i) each partial reduction of the Commitments shall be in an a minimum principal amount that is an integral multiple of $10,000,000, 10,000,000 and in integral multiples of $1,000,000 in excess thereof and (ii) at no time such termination or reduction shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments made if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and made on the effective date thereof. Promptly following receipt , (x) the Outstanding Extensions of Credit of any notice, Lender would exceed such Lender's Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower Representative given pursuant to this Section shall be irrevocable; 2.10(a). (b) Except as otherwise provided that a notice of termination of in Section 2.18, each reduction in the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Facility Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction. (c) Viacom shall have the right at any time and from time to time to increase the Total Commitments to an aggregate amount, when added to the aggregate amount of Total Commitments (as defined under the Five-Year Credit Agreement) under the Five-Year Credit Agreement, not to exceed $4,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender's Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided further, the Commitment of any bank or other financial institution pursuant to clause (i) above, shall be in an aggregate principal amount at least equal to $10,000,000; provided further, the amount of the increase of any Lender's Commitment pursuant to clause (ii) above when added to the amount of such Lender's Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000. (d) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (c) of this Section 2.10 above shall execute a New Lender Supplement (each, a "New Lender Supplement") with Viacom and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender. (e) The Company may, from time Any increase in the Total Commitment pursuant to time, at its option but with clause (c) of this Section 2.10 shall be effective only upon the consent of execution and delivery to Viacom and the Administrative AgentAgent of a commitment increase letter in substantially the form of Exhibit G hereto (a "Commitment Increase Letter"), seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice which Commitment Increase Letter shall be delivered to the Administrative Agent, which notice Agent not less than five Business Days prior to the Commitment Increase Date and shall specify (i) the amount of the Commitment of any bank or financial institution not a party to this agreement which is becoming a Lender or the amount of any increase in the Commitment of any Lender and (ii) the date such increase and is to become effective (the "Commitment Increase Date"). (f) Any increase in the Total Commitment pursuant to this Section 2.10 shall not be delivered at a time when effective unless: (i) no Default or Event of Default has shall have occurred and is continuing. After delivery be continuing on the Commitment Increase Date; (ii) each of the representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on the Commitment Increase Date with the same effect as though made on and as of such noticedate, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iii) the Administrative Agent shall have received each of (A) a certificate of the corporate secretary or assistant secretary of the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis Borrowers as to the Lenders taking of any corporate action necessary in connection with such increase and (B) an opinion or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable opinions of general counsel to the Administrative Agent, the Issuing Bank, the Swingline Lender Borrowers as to their corporate power and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered authority to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender borrow hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of and such supplemental opinions, resolutions, certificates and other documents matters relating thereto as the Administrative Agent and its counsel may reasonably request. (g) Each notice requesting an increase in the Total Commitments pursuant to this Section 2.10 shall constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.10(f). (h) No Lender shall at any time be required to agree to a request of Viacom to increase its Commitment or obligations hereunder.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days’ prior irrevocable written or telecopy notice to the Administrative Agent, the Commitments shall terminate on the Maturity Date. (b) The Company Viacom may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce in part permanently reduce, the Commitments; provided provided, however, that (i) each partial reduction of the Commitments shall be in an a minimum principal amount that is an integral multiple of $10,000,000, 5,000,000 and in integral multiples of $1,000,000 in excess thereof and (ii) at no time such termination or reduction shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments made if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and made on the effective date thereof. Promptly following receipt , (x) the Outstanding Revolving Extensions of Credit of any notice, Lender would exceed such Lender’s Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower Representative given pursuant to this Section shall be irrevocable; 2.13(a). (b) Except as otherwise provided that a notice of termination of in Section 2.21, each reduction in the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction. (c) Upon a decrease, pursuant to Section 2.13(a) or (b), in the Commitments, Viacom may decrease the Total Multi-Currency Sublimit and/or the Multi-Currency Sublimit with respect to any or all Multi-Currencies, in each case in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. No such termination or reduction shall be made if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (i) the Multi-Currency Sublimit with respect to each applicable Multi-Currency would be less than the Multi-Currency Revolving Loans outstanding in such Multi-Currency at such time or (ii) the Total Multi-Currency Sublimit would be less than the outstanding principal amount of Multi-Currency Revolving Loans at such time. (d) Viacom shall have the right at any time and from time to time to increase the Total Commitment to an aggregate amount not to exceed $2,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender’s Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent and each Issuing Lender (which consent shall not be unreasonably withheld); provided further, that the Commitment of any bank or other financial institution pursuant to clause (i) above shall be in an aggregate principal amount at least equal to $10,000,000; provided further, that the amount of the increase of any Lender’s Commitment pursuant to clause (ii) above shall be in an aggregate principal amount at least equal to $10,000,000. (e) The Company mayAny additional bank, from time financial institution or other entity which elects to time, at its option but become a party to this Agreement and obtain a Commitment pursuant to subsection (d) of this Section 2.13 shall execute a new lender supplement in substantially the form of Exhibit G hereto (a “New Lender Supplement”) with the consent of Viacom and the Administrative Agent, seek whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender. (f) Any increase in the total Commitments Total Commitment pursuant to subsection (d)(ii) of this Section 2.13 shall be effective only upon the execution by up to an aggregate amount the applicable Lender and Viacom of $100,000,000 a commitment increase letter in substantially the form of Exhibit H hereto (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice a “Commitment Increase Letter”), which Commitment Increase Letter shall be delivered by Viacom or such Lender to the Administrative Agent, which notice Agent not less than five (5) Business Days prior to the applicable Commitment Increase Date and shall specify (i) the amount of any the increase in the Commitment of such Lender and (ii) the date such increase is to become effective. Upon its receipt of such Commitment Increase Letter executed by such Lender and Viacom, the Administrative Agent shall accept such Commitment Increase Letter and record the information contained therein in the Register. (g) Any increase in the Total Commitment pursuant to this Section 2.13 shall not be delivered at a time when effective unless: (i) no Default or Event of Default has shall have occurred and is continuing. After delivery be continuing on the applicable Commitment Increase Date; (ii) each of the representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on such Commitment Increase Date with the same effect as though made on and as of such noticedate, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (iii) the Administrative Agent shall have received each of (A) a certificate of the corporate secretary or assistant secretary of the Company, Borrowers as to the taking of any corporate action necessary in consultation connection with such increase and (B) an opinion or opinions of general counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase and such other matters relating thereto as the Administrative Agent, Agent and its counsel may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Companyrequest. No Each notice requesting an increase in the total Commitments Total Commitment pursuant to this Section 2.13 shall become constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.13(g). (h) On each Commitment Increase Date, each New Lender and each Lender that has delivered a Commitment Increase Letter, in each case whose new Commitment or increased Commitment becomes effective until on such date, shall purchase by assignment from the existing or new other Lenders extending such incremental Commitment amount and portion of the Borrowers Loans (if any) owing to them as shall have delivered to be designated by the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect theretoto all such purchases and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Revolving Credit Percentage (calculated after giving effect to such increase in the Total Commitment) of the aggregate amount of Loans owing to all credit exposure hereunder is held ratably by the Lenders in proportion to their respective CommitmentLenders. Assignments The purchases and assignments pursuant to the preceding sentence this subsection (h) shall be made deemed to have been accomplished in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter accordance with Section 9.4(b). (i) No Lender shall at any time be required to agree to a request of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such Viacom to increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestits Commitment or obligations hereunder.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the The Commitments shall automatically terminate on the Maturity Termination Date. (b) The Company Upon at least three Business Days’ prior irrevocable telecopy notice to the Administrative Agent, the Borrower may (i) at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce in part permanently reduce, the CommitmentsTotal Commitment; provided provided, however that (iA) each partial reduction of the Commitments Total Commitment shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate 1,000,000 and in a minimum principal amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety 5,000,000 and (iiiB) the Company shall Borrower may not terminate or reduce the Commitments Total Commitment if, after giving effect to such termination or reduction, the Total L/C Exposure would exceed the Total Commitment or (ii) at any concurrent prepayment time in whole permanently terminate the Total Commitment by depositing with the applicable Issuing Banks cash collateral in an amount equal to 100% of the Revolving Loans L/C Outstanding and the L/C Disbursements (if any) for each of the outstanding Letters of Credit, and, at the election of the Borrower in connection therewith, may terminate this Agreement. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base. (d) their respective Commitment Percentages. The Borrower Representative shall notify pay to the Administrative Agent for the account of any election to terminate the Banks, on the date of each termination or reduce reduction of the Commitments, the Commitment Fees on the amount of the Commitments under paragraph (b) so terminated or (c) of this Section at least three Business Days prior to reduced accrued through the effective date of such termination or reduction, specifying such election and if the effective date thereof. Promptly following receipt of any noticeCommitments are terminated, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative all fees payable pursuant to this Section shall be irrevocable; provided that a notice 2.08(a) accrued through the date of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitmentstermination. (ed) The Company maySubject to Section 6.01, from the Borrower may elect to increase the Total Commitment up to a maximum amount of $500,000,000 either (i) by designating one or more banks or other financial institutions that are not Banks at the time of such designation to timebecome Banks or (ii) by agreeing with one or more existing Banks that such Bank’s Commitment shall be increased; provided, at its option but with that (A) the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agenteach Issuing Bank (which consent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 in each case, shall not be unreasonably withheld), (resulting in maximum total Commitments of $650,000,000 upon at least three (3B) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has shall have occurred and is continuingbe continuing prior to or after giving effect to any increase pursuant to this Section 2.09(d) and (C) any increase shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000. After Upon (1) the execution and delivery by the Borrower and such existing Bank or other bank or financial institution of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form an instrument of assumption reasonably satisfactory to the Administrative Agent and (2) if necessary, in the case of a bank or financial institution that is not already a Bank, the execution and delivery by the Borrower and such bank or other financial institution of an External Sharing Debt Supplement (as defined in the Guarantee and Collateral Agreement) pursuant to which any Section 8.14(b) of the Guarantee and Collateral Agreement, such existing Lender states Bank shall have a Commitment as set forth in such instrument of assumption or such other bank or financial institution shall become a Bank with a Commitment as set forth in such instrument of assumption with all the amount of its Commitment increase, any such new Lender states its Commitment amount rights and agrees to assume and accept the obligations and rights of a Lender hereunder and Bank with such a Commitment hereunder. Upon any increase in the Borrowers accept such incremental Commitments. The Lenders (new or existing) Total Commitment pursuant to this Section 2.09(d), the L/C Exposure of each Bank shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment be automatically adjusted to reflect the new or existing Lender accepting a new or increased Commitment, Commitment Percentage of a direct or participation interest in each then outstanding Loan and Letter of Credit such thatBank, after giving effect theretoto such increase, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence Schedule 1.01A shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any deemed amended to give effect to such increase of the total Commitments shall be subject to receipt by and the Administrative Agent from shall circulate to each Bank and the Borrowers Borrower a revised Schedule 1.01A incorporating the effects of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestincrease.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Termination Date. (b) The Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time reduce or terminate the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is an integral multiple of at least $10,000,0005,000,000 and integrals thereof, (ii) at no time shall and the aggregate amount of the total Commitments may not be reduced to less than $400,000,000 10,000,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.08, the sum aggregate Revolving Credit Exposure of the Revolving Exposures all Lenders would exceed the lesser Commitments as so reduced. After any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.06(d) shall terminate. Any termination of the total Commitments and in full shall be subject to payment of any fees required by the Borrowing BaseFee Letter. (dc) The Borrower Representative shall notify the Administrative Agent of any election to reduce or terminate or reduce the Commitments under paragraph (bSection 2.06(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section 2.06(c) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.06(b), the Borrower may, from at any time prior to timethe Termination Date, at its option but with request that the consent Commitments be increased, so long as (a) each increase is in a minimum amount of $10,000,000 and an integral multiple of $10,000,000 (or such smaller amounts as the Administrative AgentAgent may approve), seek to increase (b) the aggregate Commitments do not exceed $100,000,000 (the “Maximum Commitment”), and (c) the aggregate amount of all such increases do not exceed $60,000,000. If the Borrower requests that the total Commitments by be increased pursuant to this Section 2.06(d), the Agent shall use its best efforts to obtain increased or additional commitments up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice the Maximum Commitment, and to do so the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount obtain additional lenders of its Commitment increasechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any such new Lender states its Commitment amount and agrees to assume and accept of the obligations and rights of a Lender hereunder and the Borrowers accept such incremental CommitmentsLenders. The Lenders (new or existing) Borrower and each other Credit Party shall accept execute an assignment from the existing Lendersamendment to this Agreement, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates additional Notes and other documents as the Administrative Agent may reasonably requestrequire to evidence the increase of the Commitments and the admission of additional Persons as Lenders, if necessary.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at the earlier of 3:00 p.m. (New York City time) on March 31, 2023 and immediately upon the making of the Term Loans on the Funding Date and (ii) all other Commitments shall terminate on the Maturity DateDate (unless the Funding Date does not occur by March 31, 2023, in which case such Commitments shall terminate on March 31, 2023). (b) The Company Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $10,000,000, 5,000,000 and not less than $25,000,000 and (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the Revolving Credit Exposures would exceed the lesser of the total Commitments and the Borrowing BaseRevolving Commitments. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company mayBorrower, at its option, may from time to time, at its option but with time after the consent Funding Date seek incremental Revolving Commitments and/or enter into one or more tranches of term loans (including term “b” loans) (an “Incremental Term Loan”) not exceeding in the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 for all such Revolving Commitment increases or Incremental Term Loans after the Funding Date upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall (i) specify the amount of any such proposed increase (which shall not be less than $25,000,000 (or such lesser amount to which the Administrative Agent may agree), (ii) specify whether the proposed increase is with respect to Revolving Commitments, an Incremental Term Loan or both and shall be delivered at a time when (iii) certify that no Default or Event of Default has occurred and is continuing. After delivery of The Borrower may, after giving such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Revolving Commitments and Incremental Term Loan on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders financial institutions or entities reasonably acceptable to the Administrative Agent, the Swingline Lenders and Issuing Bank, the Swingline Lender and the CompanyBanks. No increase in the total Revolving Commitments or the addition of an Incremental Term Loan shall become effective until the existing or new Lenders extending such incremental Revolving Commitment amount or Incremental Term Loan and the Borrowers Borrower shall have delivered to the Administrative Agent a document document, in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) any such existing Lender states agrees to the amount of its Revolving Commitment increaseincrease or Incremental Term Loan, (ii) any such new Lender states agrees to its Revolving Commitment or Incremental Term Loan amount and agrees to assume and accept the obligations and rights of a Lender hereunder hereunder, (iii) the Borrower accepts such incremental Revolving Commitments or Incremental Term Loan, (iv) the effective date of any increase in the Revolving Commitments or addition of an Incremental Term Loan and the Borrowers accept date of any Incremental Term Loans to be made pursuant thereto is specified and (v) the Borrower certifies that on such incremental Commitmentsdate the conditions for a new Loan set forth in Section 4.03 are satisfied. The Lenders Upon the effectiveness of any increase in the total Revolving Commitments pursuant hereto, (i) each Revolving Lender (new or existing) with a Revolving Commitment shall accept be deemed to have accepted an assignment from the existing LendersLenders with a Revolving Commitment, and the existing Revolving Lenders with a Revolving Commitment shall make be deemed to have made an assignment at par to the each new or existing Lender accepting a new or increased Revolving Commitment, of a direct or participation an interest in each then outstanding Revolving Loan (in each case, on the terms and Letter conditions set forth in the Assignment and Assumption) and (ii) the LC Exposure and Swingline Exposure of Credit the existing and new Revolving Lenders shall be automatically adjusted such that, after giving effect theretoto such assignments and adjustments, all credit exposure Revolving Credit Exposure hereunder is held ratably by the Revolving Lenders in proportion to their respective CommitmentRevolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Term Benchmark Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. The Borrowers Borrower shall make any payments under Section 2.11 resulting from such assignments2.16 arising out of the making of the assignments referred to in the two preceding sentences. Any Incremental Term Loan extended pursuant to this Section 2.09(d) shall be on terms identical to those of, and shall rank pari passu in right of payment with, the Revolving Loans and the initial Term Loans, and shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and initial Term Loans, except that (1) such increase Incremental Term Loans shall have terms with respect to pricing, amortization, and maturity as the Borrower and the applicable Lenders may agree; provided that (x) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the total initial Term Loans outstanding at such time) and (y) the final maturity date of such Incremental Term Loans shall not be earlier than the Maturity Date and (2) any Incremental Term Loans in the form of term “b” loans (such Incremental Term Loans, “Term B Loans”) (x) may include a customary “excess cash flow” mandatory prepayment event, (y) may have customary call-protection, including “soft-call” protection in connection with any repricing transaction and (z) may also, to the extent so provided in the applicable Incremental Term Loan Amendment, specify whether (A) the applicable Term Lenders shall have any voting rights in respect of the financial covenants under the Loan Documents (it being agreed that if any subsequently incurred Term B Loans shall have such voting rights, all then outstanding Term B Loans shall also have similar voting rights) and (B) any breach of such covenants would result in a default or event of default for such Term Lenders prior to an acceleration of Commitments or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any subsequently incurred Term B Loans shall have such a default, all then outstanding Term B Loans shall also have a similar default). Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each new or existing Lender participating in such tranche of Incremental Term Loans, and the Administrative Agent. The effectiveness of any such incremental Revolving Commitments or Incremental Term Loan shall be subject to receipt by the Administrative Agent from the Borrowers Borrower of such supplemental opinionsresolutions and certificates (consistent with those delivered pursuant to Sections 4.01(b), resolutionsand clauses (l), certificates (m) and (n) of Section 4.02) and other documents as the Administrative Agent may reasonably request. From and after the making of a Revolving Loan pursuant to this Section, such loan shall be deemed a “Revolving Loan” hereunder for all purposes hereof, subject to all the terms and conditions hereof. No consent of any Lender (other than the Lenders agreeing to new or increased Revolving Commitments or the Incremental Term Loans) shall be required for any incremental Revolving Commitment or Incremental Term Loans provided or Loan made pursuant to this Section 2.09(d). Nothing contained in this Section 2.09(d) shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitments hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.09(d), any new Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any new Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days’ prior irrevocable written or telecopy notice to the Administrative Agent, the Commitments shall terminate on the Maturity Date. (b) The Company Viacom may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce in part permanently reduce, the Commitments; provided provided, however, that (i) each partial reduction of the Commitments shall be in an a minimum principal amount that is an integral multiple of $10,000,000, 10,000,000 and in integral multiples of $1,000,000 in excess thereof and (ii) at no time such termination or reduction shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments made if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and made on the effective date thereof. Promptly following receipt , (x) the Outstanding Revolving Extensions of Credit of any notice, Lender would exceed such Lender’s Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower Representative given pursuant to this Section shall be irrevocable; 2.13(a). (b) Except as otherwise provided that a notice of termination of in Section 2.21, each reduction in the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Facility Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction. (c) Upon a decrease, pursuant to Section 2.13(a) or (b), in the Commitments, Viacom may decrease the Total Multi-Currency Sublimit and/or the Multi-Currency Sublimit with respect to any or all Multi-Currencies, in each case in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. No such termination or reduction shall be made if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (i) the Multi-Currency Sublimit with respect to each applicable Multi-Currency would be less than the Multi-Currency Revolving Loans outstanding in such Multi-Currency at such time or (ii) the Total Multi-Currency Sublimit would be less than the outstanding principal amount of Multi-Currency Revolving Loans at such time. (d) Viacom shall have the right at any time and from time to time to increase the Total Commitment to an aggregate amount not to exceed $3,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender’s Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent and each Issuing Lender (which consent shall not be unreasonably withheld); provided further, that the Commitment of any bank or other financial institution pursuant to clause (i) above shall be in an aggregate principal amount at least equal to $10,000,000; provided further, that the amount of the increase of any Lender’s Commitment pursuant to clause (ii) above shall be in an aggregate principal amount at least equal to $10,000,000. (e) The Company mayAny additional bank, from time financial institution or other entity which elects to time, at its option but become a party to this Agreement and obtain a Commitment pursuant to subsection (d) of this Section 2.13 shall execute a New Lender Supplement with the consent of Viacom and the Administrative Agent, seek whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender. (f) Any increase in the total Commitments Total Commitment pursuant to subsection (d)(ii) of this Section 2.13 shall be effective only upon the execution by up to an aggregate amount the applicable Lender and Viacom of $100,000,000 a commitment increase letter in substantially the form of Exhibit H hereto (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice a “Commitment Increase Letter”), which Commitment Increase Letter shall be delivered by Viacom or such Lender to the Administrative Agent, which notice Agent not less than five (5) Business Days prior to the applicable Commitment Increase Date and shall specify (i) the amount of any the increase in the Commitment of such Lender and (ii) the date such increase is to become effective. Upon its receipt of such Commitment Increase Letter executed by such Lender and Viacom, the Administrative Agent shall accept such Commitment Increase Letter and record the information contained therein in the Register. (g) Any increase in the Total Commitment pursuant to this Section 2.13 shall not be delivered at a time when effective unless: (i) no Default or Event of Default has shall have occurred and is continuing. After delivery be continuing on the applicable Commitment Increase Date; (ii) each of the representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on such Commitment Increase Date with the same effect as though made on and as of such noticedate, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (iii) the Administrative Agent shall have received each of (A) a certificate of the corporate secretary or assistant secretary of the Company, Borrowers as to the taking of any corporate action necessary in consultation connection with such increase and (B) an opinion or opinions of general counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase and such other matters relating thereto as the Administrative Agent, Agent and its counsel may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Companyrequest. No Each notice requesting an increase in the total Commitments Total Commitment pursuant to this Section 2.13 shall become constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.13(g). (h) On each Commitment Increase Date, each New Lender and each Lender that has delivered a Commitment Increase Letter, in each case whose new Commitment or increased Commitment becomes effective until on such date, shall purchase by assignment from the existing or new other Lenders extending such incremental Commitment amount and portion of the Borrowers Loans (if any) owing to them as shall have delivered to be designated by the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect theretoto all such purchases and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Revolving Credit Percentage (calculated after giving effect to such increase in the Total Commitment) of the aggregate amount of Loans owing to all credit exposure hereunder is held ratably by the Lenders in proportion to their respective CommitmentLenders. Assignments The purchases and assignments pursuant to the preceding sentence this subsection (h) shall be made deemed to have been accomplished in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter accordance with Section 9.4(b). (i) No Lender shall at any time be required to agree to a request of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such Viacom to increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestits Commitment or obligations hereunder.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Commitments shall terminate on the Maturity Date. (b) The Company Infinity may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce in part permanently reduce, the Commitments; provided provided, however, that (i) each partial reduction of the Commitments shall be in an a minimum principal amount that is an integral multiple of $10,000,000, 10,000,000 and in integral multiples of $1,000,000 in excess thereof and (ii) at no time such termination or reduction shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments made if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and made on the effective date thereof. Promptly following receipt , (x) the Outstanding Revolving Extensions of Credit of any notice, Lender would exceed such Lender's Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower Representative given pursuant to this Section shall be irrevocable; 2.13(a). (b) Except as otherwise provided that a notice of termination of in Section 2.21, each reduction in the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Infinity agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction. (c) Infinity shall have the right at any time and from time to time to increase the Total Commitments to an aggregate amount, when added to the aggregate amount of Total Commitments (as defined under the 364-Day Credit Agreement) under the 364-Day Credit Agreement, not to exceed $3,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender's Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided further, the Commitment of any bank or other financial institution pursuant to clause (i) above, shall be in an aggregate principal amount at least equal to $10,000,000; provided further, the amount of the increase of any Lender's Commitment pursuant to clause (ii) above when added to the amount of such Lender's Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000. (d) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (c) of this Section 2.13 above shall execute a New Lender Supplement (each, a "New Lender Supplement") with Infinity and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender. (e) The Company may, from time Any increase in the Total Commitment pursuant to time, at its option but with clause (c)(ii) of this Section 2.13 shall be effective only upon the consent of execution and delivery to Infinity and the Administrative AgentAgent of a commitment increase letter in substantially the form of Exhibit H hereto (a "Commitment Increase Letter"), seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice which Commitment Increase Letter shall be delivered to the Administrative Agent, which notice Agent not less than five Business Days prior to the Commitment Increase Date and shall specify (i) the amount of the Commitment of any bank or financial institution not a party to this agreement which is becoming a Lender or the amount of any increase in the Commitment of any Lender and (ii) the date such increase and is to become effective (the "Commitment Increase Date"). (f) Any increase in the Total Commitment pursuant to this Section 2.13 shall not be delivered at a time when effective unless: (i) no Default or Event of Default has shall have occurred and is continuing. After delivery be continuing on the Commitment Increase Date; (ii) each of the representations and warranties made by Infinity and the Subsidiary Borrowers in Article III, or in any certificate delivered pursuant hereto, shall be true and correct in all material respects on the Commitment Increase Date with the same effect as though made on and as of such noticedate, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iii) the Administrative Agent shall have received each of (A) a certificate of the corporate secretary or assistant secretary of the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis Borrowers as to the Lenders taking of any corporate action necessary in connection with such increase and (B) an opinion or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable opinions of general counsel to the Administrative Agent, the Issuing Bank, the Swingline Lender Borrowers as to their corporate power and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered authority to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender borrow hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of and such supplemental opinions, resolutions, certificates and other documents matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the Total Commitments pursuant to this Section 2.13 shall constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.13(e). (g) No Lender shall at any time be required to agree to a request of Infinity to increase its Commitment or obligations hereunder.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is at least $25,000,000 and an integral multiple of $10,000,000500,000, (ii) at no time shall and the aggregate amount of the total Commitments may not be reduced to less than $400,000,000 100,000,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the total Revolving Credit Exposures would exceed the lesser of Maximum Loan Available Amount as reduced. After any reduction in the total Commitments, the Borrower’s option to increase the Commitments and the Borrowing Baseprovided in Section 2.08(d) shall terminate. (dc) The Lead Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Lead Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above. (ed) The Company So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.08(b), the Borrower may, from time prior to timeJune 13, at its option but with 2015, request that the consent Commitments be increased, so long as (a) each increase is in a minimum amount of $10,000,000.00 and an integral multiple of $5,000,000 (or such smaller amounts as the Administrative AgentAgent may approve), seek to increase (b) the Borrower has not previously reduced the Commitments, and (c) the aggregate Commitments do not exceed $400,000,000.00 (the “Maximum Commitment”). If the Borrower requests that the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such noticeincreased, the Administrative Agent shall use its best efforts to obtain increased or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis additional commitments up to the Lenders or on a non pro-rata basis Maximum Commitment, and to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to do so the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount may obtain additional lenders of its Commitment increasechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any such new Lender states its Commitment amount and agrees to assume and accept of the obligations and rights of a Lender hereunder and the Borrowers accept such incremental CommitmentsLenders. The Lenders (new or existing) Borrower and each other Credit Party shall accept execute an assignment from the existing Lendersamendment to this Agreement, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates additional Notes and other documents as the Administrative Agent may reasonably requestrequire to evidence the increase of the Commitments, the addition of new projects as Mortgaged Properties, if applicable, and the admission of additional Persons as Lenders, if necessary.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, The Commitments and the Commitments Swing Line Commitment shall terminate be automatically terminated on the Maturity DateTermination Date whereupon all Revolver Loans and Swing Line Loans and accrued interest thereon shall become due and payable. (b) The Company Upon at least five (5) Business Days’ prior irrevocable written (including facsimile) notice to the Agent, the Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce in part permanently reduce, the Commitments; provided provided, however, that (i) each partial reduction of the Commitments shall be in an a minimum principal amount that is an integral multiple of $10,000,0001,000,000 or in a whole multiple thereof, and (ii) at no time shall the aggregate amount of the Commitments may not be reduced to less than $400,000,000 unless they are or terminated in their entirety and (iii) the Company shall not reduce the Commitments if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans made on the effective date thereof, the Dollar Equivalent Facility Usage at such time would exceed the Total Commitments at such time. (c) Each reduction in the Commitments hereunder shall be made ratably among the Banks in accordance with Section 2.10, their respective Commitment Percentages. The Borrowers shall pay to the sum Agent for the account of the Revolving Exposures would exceed Banks on the lesser date of each termination or reduction of the total Commitments and the Borrowing Base. (d) The Borrower Representative shall notify Facility Fees on the Administrative Agent amount of any election to terminate or reduce the Commitments under paragraph (b) so terminated or (c) of this Section at least three Business Days prior reduced accrued to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ei) The Company may, Borrowers may at any time and from time to time, subject to the last sentence hereof, request an increase in the Commitments by sending a written notice thereof to all of the Banks and the Agent. Such notice shall specify the total amount of the increase requested by the Borrowers (the “Requested Increase”); provided that, (i) the Requested Increase shall be in an amount equal to at least $10,000,000 and (ii) the Total Commitments shall not at any time exceed $150,000,000 less the aggregate amount of any permanent reductions of the Commitments pursuant to subsection 2.14(b) hereof. The fees, if any, for any increase in the Commitments shall be determined at the time of any request for any such increase. Each Bank shall respond in writing to the Borrowers (with a copy simultaneously sent to the Agent), within thirty (30) days of receipt of a Requested Increase (or such shorter period as the Agent and the Borrowers shall agree), stating the maximum amount, if any, by which such Bank is willing to increase its option but with Commitment (the “Offered Amount”). If the total of the Offered Amount for all of the Banks is greater than the Requested Increase, the Requested Increase shall be allocated amongst the offering Banks as the Borrowers and the Agent shall agree and, absent any such agreement, pro rata based on each Bank’s then existing Commitment Percentage. Any Bank that increases its Commitment shall execute and deliver to the Agent a duly completed commitment and acceptance in form and substance acceptable to the Agent, and the Borrowers shall pay to the Agent a processing and recordation fee of $3,500. If the total of the Offered Amount for all of the Banks is equal to or less than the Requested Increase (x) unless the Borrowers and the Agent shall otherwise agree, each Bank’s Commitment shall increase by its Offered Amount and (y) the Borrowers may, subject to the consent of the Administrative Agent, seek to increase offer the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to difference, if any, between the Administrative Agent, which notice shall specify Requested Increase and the amount of the increase in the Commitments pursuant to clause (x) above to one or more new banks or other financial institutions (each a “Proposed New Bank”). If the Borrowers request that a Proposed New Bank join this Agreement and provide a Commitment hereunder, the Borrowers shall at least seven (7) days prior to the date (or such other period as the Agent and the Borrowers shall agree) on which such Proposed New Bank proposes to join this Agreement notify the Agent of the name of the Proposed New Bank and the amount of its proposed Commitment and deliver a duly completed joinder agreement with respect to such Proposed New Bank in form and substance acceptable to Agent (the “New Bank Joinder”), together with a processing and recordation fee of $3,500. Upon the consent of the Agent to a Proposed New Bank joining this Agreement (which consent shall not be unreasonably withheld or delayed), such Proposed New Bank shall join this Agreement pursuant to the provisions of subsection 9.6(j), including that its minimum Commitment be at least $5,000,000 or such lesser amount as the Agent shall agree. (i) Following any increase in Commitments pursuant to this subsection 2.14(d), the Agent shall send to the Banks and the Borrowers a revised Schedule I setting forth each Bank’s new Commitment. Such schedule shall replace the existing Schedule I if no Bank objects thereto within ten (10) days of its receipt thereof. (ii) Notwithstanding anything to the contrary in this subsection 2.14(d), (x) the Borrowers may not request an increase in the Commitments if at the time of such increase and shall be delivered at request a time when no Default or Event of Default has occurred shall exist and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretiony) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No no increase in the total Commitments (including by way of the addition of a Proposed New Bank) shall become effective until if on the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any date that such increase would become effective, a Default or Event of the total Commitments Default shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestexist.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, The Commitments and the Commitments Swing Line Commitment shall terminate be automatically terminated on the Maturity DateTermination Date whereupon all Revolver Loans and Swing Line Loans and accrued interest thereon shall become due and payable. (b) The Company Upon at least five (5) Business Days’ prior irrevocable written (including facsimile) notice to the Administrative Agent, the Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce in part permanently reduce, the Commitments; provided provided, however, that (i) each partial reduction of the Commitments shall be in an a minimum principal amount that is an integral multiple of $10,000,0005,000,000 or in a whole multiple thereof, and (ii) at no time shall the aggregate amount of the Commitments may not be reduced to less than $400,000,000 unless they are or terminated in their entirety and (iii) the Company shall not reduce the Commitments if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and made on the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise Dollar Equivalent Facility Usage at such time would exceed the Lenders of the contents thereof. Total Commitments at such time. (c) Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of reduction in the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitment Percentages. The Borrowers shall pay to the Administrative Agent for the account of the Lenders on the date of each termination or reduction of the Commitments the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. (ei) The Company may, Borrowers may at any time and from time to time, subject to the last sentence hereof, request an increase in the Commitments by sending a written notice thereof to the Administrative Agent. Such notice shall specify the total amount of the increase requested by the Borrowers (the “Requested Increase”); provided that, (i) the Requested Increase shall be in an amount equal to at least $10,000,000 and (ii) the Total Commitments shall not at any time exceed $275,000,000 less the aggregate amount of any permanent reductions of the Commitments pursuant to subsection 2.14(b) hereof. Upon receipt of such notice from the Borrowers, the Administrative Agent shall promptly give notice thereof to the Lenders. The fees, if any, for any increase in the Commitments shall be determined at the time of any request for any such increase. Each Lender shall respond in writing to the Administrative Agent, within fifteen (15) days of receipt of a Requested Increase (or such shorter period as the Administrative Agent and the Borrowers shall agree), stating the maximum amount, if any, by which such Lender is willing to increase its option but with Commitment (the “Offered Amount”); provided, however, that if a Lender fails to respond to the Requested Increase within the time frame specified by the Administrative Agent, such Lender’s Offered Amount shall be deemed to be $0. No Lender shall be obligated to increase its Lender’s Commitment and any such increase shall be in each Lender’s discretion. If the total of the Offered Amount for all of the Lenders is greater than the Requested Increase, the Requested Increase shall be allocated amongst the offering Lenders as the Borrowers and the Administrative Agent shall agree and, absent any such agreement, pro rata based on each Lender’s then existing Commitment Percentage. Any Lender that increases its Commitment shall execute and deliver to the Administrative Agent a duly completed commitment and acceptance in form and substance acceptable to the Administrative Agent, and the Borrowers shall pay to the Administrative Agent a processing and recordation fee of $3,500. If the total of the Offered Amount for all of the Lenders is equal to or less than the Requested Increase (x) unless the Borrowers and the Administrative Agent shall otherwise agree, each Lender’s Commitment shall increase by its Offered Amount and (y) the Borrowers may, subject to the consent of the Administrative Agent, seek to increase offer the total Commitments by up to an aggregate difference, if any, between the Requested Increase and the amount of $100,000,000 the increase in the Commitments pursuant to clause (resulting in maximum total Commitments of $650,000,000 upon x) above to one or more new banks or other financial institutions (each a “Proposed New Lender”). If the Borrowers request that a Proposed New Lender join this Agreement and provide a Commitment hereunder, the Borrowers shall at least three seven (37) Business Days’ days prior written notice to the date (or such other period as the Administrative Agent and the Borrowers shall agree) on which such Proposed New Lender proposes to join this Agreement notify the Administrative Agent, which notice shall specify the Swing Line Lender and the Issuing Lender of the name of the Proposed New Lender and the amount of any its proposed Commitment and deliver a duly completed joinder agreement with respect to such increase Proposed New Lender in form and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such noticesubstance acceptable to Administrative Agent, the Administrative Agent or Swing Line Lender and the CompanyIssuing Lender (the “New Lender Joinder”), in consultation together with a processing and recordation fee of $3,500. Upon the consent of the Administrative Agent, may offer the increase Swing Line Lender and the Issuing Lender to a Proposed New Lender joining this Agreement (which may consents shall not be declined by any unreasonably withheld or delayed), such Proposed New Lender in its sole discretion) in the total Commitments on either a ratable basis shall join this Agreement pursuant to the Lenders provisions of subsection 9.6(j), including that its minimum Commitment be at least $5,000,000 or on such lesser amount as the Administrative Agent shall agree. (ii) On the effective date of any increase by a non pro-rata basis to one Lender of its Commitment or more Lenders and/or to other Lenders or entities reasonably the joinder of any Proposed New Lender (the “Increase Date”), which date shall be a date acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered repay all Revolver Loans (together with any amounts due under Section 2.18 as a result of such payment) and reborrow a like amount of Revolver Loans from the Lenders, including any Proposed New Lender joining this Agreement, according to their new Commitment Percentages. The Administrative Agent may, to the extent the Administrative Agent a document in form reasonably satisfactory considers it practicable, net payments to and borrowings from the same Lender. In addition, on the Increase Date, each Lender that is increasing its Commitment and each Proposed New Lender that is joining this Agreement shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the Lenders party to this Agreement immediately prior to the Administrative Agent pursuant to which Increase Date, an undivided interest and participation in any Letter of Credit then outstanding, ratably, such existing that each Lender states (including each Lender increasing its Commitment and each Proposed New Lender that is joining this Agreement) holds a participation interest in each such Letter of Credit in the amount of its then Commitment increasePercentage thereof. (iii) Following any increase in Commitments pursuant to this subsection 2.14(d), any such new Lender states its Commitment amount and agrees the Administrative Agent shall send to assume and accept the obligations and rights of a Lender hereunder Lenders and the Borrowers accept a revised Schedule I setting forth each Lender’s new Commitment. Such schedule shall replace the existing Schedule I if no Lender objects thereto within ten (10) days of its receipt thereof. (iv) Notwithstanding anything to the contrary in this subsection 2.14(d), (x) the Borrowers may not request an increase in the Commitments if at the time of such incremental Commitments. The Lenders request a Default or Event of Default shall exist and (new or existingy) no increase in the Commitments (including by way of the addition of a Proposed New Lender) shall accept an assignment from become effective if on the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any date that such increase would become effective, a Default or Event of the total Commitments Default shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestexist.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Termination Date, subject to the Borrower's option to extend the Termination Date pursuant to paragraph (d) of this Section. (b) The Company Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, 1,000,000 and not less than $25,000,000 and (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.09, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the lesser of the total Commitments and the Borrowing BaseCommitments. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (d) The Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 60 days prior to the Termination Date at any time in effect, request that the Lenders extend the Termination Date for an additional period of not more than 364 days as specified in such notice; provided that the Borrower may exercise such option no more than a total of three times. Each Lender shall, by notice to the Borrower and the Administrative Agent given not earlier that the 30th day and not later than the 25th day prior to the Termination Date then in effect, advise the Borrower whether or not it agrees to such extension on the terms set forth in such notice. Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension. If the Borrower shall have requested and Lenders representing more than 50% of the aggregate Commitments shall have agreed to an extension of the Termination Date, then the Termination Date shall be extended for the additional period and on the terms specified in the Borrower's notice. The decision to agree or withhold agreement to any extension of the Termination Date hereunder shall be at the sole discretion of each Lender. The Commitments of any Lender that has declined to agree to any requested extension of the Termination Date (a "Non-Extending Lender") shall terminate on the Termination Date in effect prior to giving effect to any such extension (the "Existing Termination Date"), and the principal amount of any outstanding Loans accepted by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender hereunder, shall be due and payable on the Existing Termination Date. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 2.17(b), to replace a Non-Extending Lender with a Lender or other financial institution that will agree to an extension of the Termination Date. (e) The Company Borrower may, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify executed by the amount of Borrower and one or more financial institutions (any such increase and shall financial institution referred to in this Section being called an "Increasing Lender"), which may include any Lender, cause Commitments of the Increasing Lenders to become effective (or, in the case of an Increasing Lender that is an existing Lender, cause its Commitment to be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of increased, as the case may be) in an amount for each Increasing Lender set forth in such notice, provided, that (i) the aggregate amount of all new Commitments and increases in existing Commitments pursuant to this paragraph during the term of this Agreement shall not exceed $150,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may approval shall not be declined by any unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agenthereunder, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount a party to this Agreement by completing and the Borrowers shall have delivered delivering to the Administrative Agent a document duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower. New Commitments and increases in Commitments pursuant to which this Section shall become effective on the date specified in the applicable notices delivered pursuant to this Section. Following any such existing Lender states the amount extension of its a new Commitment increaseor increase of a Lender's Commitment pursuant to this paragraph, any Revolving Loans outstanding prior to the effectiveness of such new Lender states its Commitment amount and agrees to assume and accept increase or extension shall continue outstanding until the obligations and rights ends of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lendersrespective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Revolving Loans made pursuant to Section 2.01. Following any increase in the existing Lenders shall make an assignment Commitments pursuant to this paragraph, the Borrower will use its reasonable best effort to ensure that, to the new or existing Lender accepting a new or increased Commitmentextent there are outstanding Revolving Loans, of a direct or participation interest each Lender's outstanding Revolving Loans will be in each then outstanding Loan and Letter of Credit accordance with such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase Lender's pro rata portion of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestCommitments.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Termination Date, subject to the Borrower's option to extend the Termination Date pursuant to paragraph (d) of this Section. (b) The Company Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, 1,000,000 and not less than $25,000,000 and (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.09, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the lesser of the total Commitments and the Borrowing BaseCommitments. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (d) The Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 60 days prior to the Termination Date at any time in effect, request that the Lenders extend the Termination Date for an additional period of not more than 364 days as specified in such notice; provided that the Borrower may exercise such option no more than a total of three times. Each Lender shall, by notice to the Borrower and the Administrative Agent given not earlier that the 30th day and not later than the 25th day prior to the Termination Date then in effect, advise the Borrower whether or not it agrees to such extension on the terms set forth in such notice. Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension. If the Borrower shall have requested and Lenders representing more than 50% of the aggregate Commitments shall have agreed to an extension of the Termination Date, then the Termination Date shall be extended for the additional period and on the terms specified in the Borrower's notice. The decision to agree or withhold agreement to any extension of the Termination Date hereunder shall be at the sole discretion of each Lender. The Commitments of any Lender that has declined to agree to any requested extension of the Termination Date (a "Non-Extending Lender") shall terminate on the Termination Date in effect prior to giving effect to any such extension (the "Existing Termination Date"), and the principal amount of any outstanding Loans accepted by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender hereunder, shall be due and payable on the Existing Termination Date. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 2.17(b), to replace a NonExtending Lender with a Lender or other financial institution that will agree to an extension of the Termination Date. (e) The Company Borrower may, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify executed by the amount of Borrower and one or more financial institutions (any such increase and shall financial institution referred to in this Section being called an "Increasing Lender"), which may include any Lender, cause Commitments of the Increasing Lenders to become effective (or, in the case of an Increasing Lender that is an existing Lender, cause its Commitment to be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of increased, as the case may be) in an amount for each Increasing Lender set forth in such notice, provided, that (i) the aggregate amount of all new Commitments and increases in existing Commitments pursuant to this paragraph during the term of this Agreement shall not exceed $150,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may approval shall not be declined by any unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agenthereunder, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount a party to this Agreement by completing and the Borrowers shall have delivered delivering to the Administrative Agent a document duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower. New Commitments and increases in Commitments pursuant to which this Section shall become effective on the date specified in the applicable notices delivered pursuant to this Section. Following any such existing Lender states the amount extension of its a new Commitment increaseor increase of a Lender's Commitment pursuant to this paragraph, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment Revolving Loans outstanding prior to the new or existing Lender accepting a new or increased Commitmenteffectiveness of such 2.01. Following any increase in the Commitments pursuant to this paragraph, of a direct or participation interest in each then outstanding Loan and Letter of Credit such the Borrower will use its reasonable best effort to ensure that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall extent there are outstanding Revolving Loans, each Lender's outstanding Revolving Loans will be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from accordance with such assignments. Any such increase Lender's pro rata portion of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestCommitments.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Commitment of each Lender shall reduce automatically and without further action upon the making by such Lender of any Loan by an amount equal to the principal amount of such Loan and (ii) the Commitments shall terminate automatically and without further action on the Maturity Commitment Outside Date. (b) The Company may at any time terminate the Commitments may, upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing prior written notice to the Administrative Agent of a cash deposit (specifying the effective date thereof, terminate, or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce permanently reduce, the Commitments; provided that (i) each such reduction of the Commitments shall be in an amount that is not less than the Borrowing Minimum and an integral multiple of $10,000,000the Borrowing Multiple (or, (ii) at no time shall if less, the aggregate entire remaining amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing BaseCommitments). (dc) The Borrower Representative shall notify Promptly following receipt of notice from the Administrative Agent of any election Company pursuant to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any noticeSection, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the completion of other transactions, in which case such notice may be revoked or extended by the Borrower Representative Company (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfiedsatisfied or the satisfaction of such condition is delayed. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ei) The Company mayCompany, from time to timethe Administrative Agent and any Lender or any other Person qualifying as an Eligible Assignee or any combination of such Lenders and such Persons (collectively, at its option but with “Increasing Lenders”), may (in their sole discretion) enter into one or more amendment agreements substantially in the consent form of Exhibit D hereto (each an “Accession Agreement”) without further approval of the Administrative Agentother Lenders, seek pursuant to increase which the total Increasing Lenders agree to establish or increase, as the case may be, Commitments by up to in an aggregate amount for all Commitments so established or increased pursuant to this paragraph during the term of $100,000,000 this Agreement not to exceed US$100,000,000; provided that: (resulting A) each such increase shall be in maximum total Commitments an amount equal to US$20,000,000 or an integral multiple of $650,000,000 upon at least three US$5,000,000 in excess thereof; (3B) Business Days’ prior written notice if requested by any Increasing Lender, the Company shall execute and deliver to the Administrative Agent, which notice shall specify Agent (1) board resolutions of the amount of any Company certified by its secretary or assistant secretary authorizing such increase and (2) a legal opinion of either the General Counsel of the Company or special counsel to the Company as to the due authorization, execution and delivery of this Agreement, as modified by such increase, the enforceability thereof and the absence of conflicts with the organizational documents and material agreements of the Company, all in form and substance substantially similar to such opinions delivered on the Closing Date in satisfaction of Section 4.01(a)(ii); (C) the Company shall be delivered at deliver to the Administrative Agent a time when certificate of an Authorized Representative certifying that no Default or Event of Default has occurred and is continuing. After delivery then exists or would arise as a result of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing increase; and (D) if such Increasing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of is not already a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lendershereunder, and the existing Lenders shall make an assignment to the new or existing each Increasing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the approval of the Administrative Agent from (which approval shall not be unreasonably withheld, delayed or conditioned). (ii) Upon the Borrowers execution, delivery and acceptance of such supplemental opinionsthe documents required by this Section 2.06(d), resolutions, certificates each Increasing Lender shall have all the rights and other documents as the Administrative Agent may reasonably requestobligations of a Lender under this Agreement.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at the earlier of 3:00 p.m. (New York City time) on March 31, 2023 and immediately upon the making of the Term Loans on the Funding Date and (ii) all other Commitments shall terminate on the Maturity DateDate (unless the Funding Date does not occur by March 31, 2023, in which case such Commitments shall terminate on March 31, 2023). (b) The Company Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $10,000,000, 5,000,000 and not less than $25,000,000 and (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the Revolving Credit Exposures would exceed the lesser of the total Commitments and the Borrowing BaseRevolving Commitments. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company mayBorrower, at its option, may from time to time, at its option but with time after the consent Funding Date seek incremental Revolving Commitments and/or enter into one or more tranches of term loans (including term “b” loans) (an “Incremental Term Loan”) not exceeding in the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 for all such Revolving Commitment increases or Incremental Term Loans after the Funding Date upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall (i) specify the amount of any such proposed increase (which shall not be less than $25,000,000 (or such lesser amount to which the Administrative Agent may agree), (ii) specify whether the proposed increase is with respect to Revolving Commitments, an Incremental Term Loan or both and shall be delivered at a time when (iii) certify that no Default or Event of Default has occurred and is continuing. After delivery of The Borrower may, after giving such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Revolving Commitments and Incremental Term Loan on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders financial institutions or entities reasonably acceptable to the Administrative Agent, the Swingline Lenders and Issuing Bank, the Swingline Lender and the CompanyBanks. No increase in the total Revolving Commitments or the addition of an Incremental Term Loan shall become effective until the existing or new Lenders extending such incremental Revolving Commitment amount or Incremental Term Loan and the Borrowers Borrower shall have delivered to the Administrative Agent a document document, in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) any such existing Lender states agrees to the amount of its Revolving Commitment increaseincrease or Incremental Term Loan, (ii) any such new Lender states agrees to its Revolving Commitment or Incremental Term Loan amount and agrees to assume and accept the obligations and rights of a Lender hereunder hereunder, (iii) the Borrower accepts such incremental Revolving Commitments or Incremental Term Loan, (iv) the effective date of any increase in the Revolving Commitments or addition of an Incremental Term Loan and the Borrowers accept date of any Incremental Term Loans to be made pursuant thereto is specified and (v) the Borrower certifies that on such incremental Commitmentsdate the conditions for a new Loan set forth in Section 4.03 are satisfied. The Lenders Upon the effectiveness of any increase in the total Revolving Commitments pursuant hereto, (i) each Revolving Lender (new or existing) with a Revolving Commitment shall accept be deemed to have accepted an assignment from the existing LendersLenders with a Revolving Commitment, and the existing Revolving Lenders with a Revolving Commitment shall make be deemed to have made an assignment at par to the each new or existing Lender accepting a new or increased Revolving Commitment, of a direct or participation an interest in each then outstanding Revolving Loan (in each case, on the terms and Letter conditions set forth in the Assignment and Assumption) and (ii) the LC Exposure and Swingline Exposure of Credit the existing and new Revolving Lenders shall be automatically adjusted such that, after giving effect theretoto such assignments and adjustments, all credit exposure Revolving Credit Exposure hereunder is held ratably by the Revolving Lenders in proportion to their respective CommitmentRevolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Term Benchmark Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. The Borrowers Borrower shall make any payments under Section 2.11 resulting from such assignments2.16 arising out of the making of the assignments referred to in the two preceding sentences. Any Incremental Term Loan extended pursuant to this Section 2.09(d) shall be on terms identical to those of, and shall rank pari passu in right of payment with, the Revolving Loans and the initial Term Loans, and shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and initial Term Loans, except that (1) such increase Incremental Term Loans shall have terms with respect to pricing, amortization, and maturity as the Borrower and the applicable Lenders may agree; provided that (x) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the total initial Term Loans outstanding at such time) and (y) the final maturity date of such Incremental Term Loans shall not be earlier than the Maturity Date and (2) any Incremental Term Loans in the form of term “b” loans (such Incremental Term Loans, “Term B Loans”) (x) may include a customary “excess cash flow” mandatory prepayment event, (y) may have customary call-protection, including “soft-call” protection in connection with any repricing transaction and (z) may also, to the extent so provided in the applicable Incremental Term Loan Amendment, specify whether (A) the applicable Term Lenders shall have any voting rights in respect of the financial covenants under the Loan Documents (it being agreed that if any subsequently incurred Term B Loans shall have such voting rights, all then outstanding Term B Loans shall also have similar voting rights) and (B) any breach of such covenants would result in a default or event of default for such Term Lenders prior to an acceleration of Commitments shall be subject to receipt or Loans by the Administrative Agent from applicable Lenders in accordance with the Borrowers terms hereof as a result of such supplemental opinionsbreach (it being agreed that if any subsequently incurred Term B Loans shall have such a default, resolutions, certificates and other documents as the Administrative Agent all then outstanding Term B Loans shall also have a similar default). Incremental Term Loans may reasonably request.be made hereunder pursuant to an amendment or restatement (an

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time prior to March 30, 2009 reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $10,000,000500,000, (ii) at no time shall and the aggregate amount of the total Commitments may not be reduced to less than $400,000,000 37,500,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the total Revolving Credit Exposures would exceed the lesser of Maximum Loan Available Amount as reduced. After any reduction in the total Commitments, the Borrower's option to increase the Commitments and the Borrowing Baseprovided in Section 2.08(d) shall terminate. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.08(b), the Borrower may, from time prior to timeMarch 30, at its option but with 2009, request that the consent Commitments be increased, so long as (a) each increase is in a minimum amount of $10,000,000.00 and an integral multiple of $5,000,000 (or such smaller amounts as the Administrative AgentAgent may approve), seek to increase (b) the Borrower has not previously reduced the Commitments, and (c) the aggregate Commitments do not exceed $150,000,000.00 (the "Maximum Commitment"). If the Borrower requests that the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such noticeincreased, the Administrative Agent shall use its best efforts to obtain increased or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis additional commitments up to the Lenders or on a non pro-rata basis Maximum Commitment, and to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to do so the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount may obtain additional lenders of its Commitment increasechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any such new Lender states its Commitment amount and agrees to assume and accept of the obligations and rights of a Lender hereunder and the Borrowers accept such incremental CommitmentsLenders. The Lenders (new or existing) Borrower and each other Credit Party shall accept execute an assignment from the existing Lendersamendment to this Agreement, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates additional Notes and other documents as the Administrative Agent may reasonably requestrequire to evidence the increase of the Commitments, the addition of new projects as Mortgaged Properties, if applicable, and the admission of additional Persons as Lenders, if necessary.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $10,000,000500,000, (ii) at no time shall and the aggregate amount of the total Commitments may not be reduced to less than an aggregate of $400,000,000 50,000,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the total Revolving Credit Exposures would exceed the lesser of Maximum Loan Available Amount as reduced. After any reduction in the total Commitments, the Borrower’s option to increase the Commitments and the Borrowing Baseprovided in Section 2.08(d) shall terminate. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.08(b), the Borrower may, from time prior to timeJanuary 14, at its option but with 2017, request that the consent Commitments be increased, so long as (a) each increase is in a minimum amount of $10,000,000.00 and an integral multiple of $5,000,000 (or such smaller amounts as the Administrative AgentAgent may approve), seek to increase (b) the Borrower has not previously reduced the Commitments, and (c) the aggregate Commitments do not exceed $500,000,000.00 (the “Maximum Commitment”). If the Borrower requests that the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such noticeincreased, the Administrative Agent shall use its best efforts to obtain increased or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis additional commitments up to the Lenders or on a non pro-rata basis Maximum Commitment, and to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to do so the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount may obtain additional lenders of its Commitment increasechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any such new Lender states its Commitment amount and agrees to assume and accept of the obligations and rights of a Lender hereunder and the Borrowers accept such incremental CommitmentsLenders. The Lenders (new or existing) Borrower and each other Credit Party shall accept execute an assignment from the existing Lendersamendment to this Agreement, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates additional Notes and other documents as the Administrative Agent may reasonably requestrequire to evidence the increase of the Commitments, the addition of new Real Property to the Unencumbered Pool, if applicable, and the admission of additional Persons as Lenders, if necessary.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Commitment of each Lender shall reduce automatically and without further action upon the making by such Lender of any Loan by an amount equal to the principal amount of such Loan and (ii) the Commitments shall terminate automatically and without further action on the Maturity Commitment Outside Date. (b) The Company may at any time terminate the Commitments may, upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing prior written notice to the Administrative Agent of a cash deposit (specifying the effective date thereof, terminate, or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce permanently reduce, the Commitments; provided that (i) each such reduction of the Commitments shall be in an amount that is not less than the Borrowing Minimum and an integral multiple of $10,000,000the Borrowing Multiple (or, (ii) at no time shall if less, the aggregate entire remaining amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing BaseCommitments). (dc) The Borrower Representative shall notify Promptly following receipt of notice from the Administrative Agent of any election Company pursuant to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any noticeSection, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the completion of other transactions, in which case such notice may be revoked or extended by the Borrower Representative Company (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfiedsatisfied or the satisfaction of such condition is delayed. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) (i) The Company mayCompany, from time to timethe Administrative Agent and any Lender or any other Person qualifying as an Eligible Assignee or any combination of such Lenders and such Persons (collectively, at its option but with “Increasing Lenders”), may (in their sole discretion), after the consent last day of the Administrative AgentCovenant Modification Period, seek enter into one or more amendment agreements substantially in the form of Exhibit D hereto (each an “Accession Agreement”) without further approval of the other Lenders, pursuant to increase which the total Increasing Lenders agree to establish or increase, as the case may be, Commitments by up to in an aggregate amount for all Commitments so established or increased pursuant to this paragraph during the term of $100,000,000 this Agreement not to exceed US$100,000,000; provided that: (resulting A) each such increase shall be in maximum total Commitments an amount equal to US$20,000,000 or an integral multiple of $650,000,000 upon at least three US$5,000,000 in excess thereof; (3B) Business Days’ prior written notice if requested by any Increasing Lender, the Company shall execute and deliver to the Administrative Agent, which notice shall specify Agent (1) board resolutions of the amount of any Company certified by its secretary or assistant secretary authorizing such increase and (2) a legal opinion of either the General Counsel of the Company or special counsel to the Company as to the due authorization, execution and delivery of this Agreement, as modified by such increase, the enforceability thereof and the absence of conflicts with the organizational documents and material agreements of the Company, all in form and substance substantially similar to such opinions delivered on the Closing Date in satisfaction of Section 4.01(a)(ii); (C) the Company shall be delivered at deliver to the Administrative Agent a time when certificate of an Authorized Representative certifying that no Default or Event of Default has occurred and is continuing. After delivery then exists or would arise as a result of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing increase; and (D) if such Increasing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of is not already a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lendershereunder, and the existing Lenders shall make an assignment to the new or existing each Increasing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the approval of the Administrative Agent from the Borrowers of such supplemental opinions(which approval shall not be unreasonably withheld, resolutions, certificates and other documents as the Administrative Agent may reasonably requestdelayed or conditioned).

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is at least $50,000,000 and an integral multiple of $10,000,0005,000,000, (ii) at no time shall the aggregate amount of and the Commitments may not be reduced to less than $400,000,000 100,000,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving total Credit Exposures would exceed the lesser of Maximum Loan Available Amount. After any reduction in the total Commitments, the Borrower’s option to increase the Commitments and the Borrowing Baseprovided in Section 2.08(d) shall terminate. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above. (ed) The Company mayProvided no Default or Event of Default shall then be in existence, from time the Borrower shall have the right, on one or more occasions, to time, at its option but with the consent of the Administrative Agent, seek elect to increase the total Commitments by up to an Total Commitments; provided, however, that (i) the amount of each such increase shall not be less than One Hundred Million Dollars ($100,000,000) or in increments of Fifty Million Dollars ($50,000,000) in excess thereof, and (ii) the aggregate amount of all such increases shall not cause the Total Commitments to exceed One Billion Two Hundred Fifty Million Dollars ($100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior 1,250,000,000). Such right may be exercised by the Borrower by written notice to the Administrative Agent, which notice election shall designate the requested increase in the Total Commitments. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of any a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to become Lenders pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be delivered at a time when deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default has occurred exists. Existing Lenders may, as necessary, receive a prepayment of amounts of the Revolving Loan outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Revolving Loan ratable with any revised Applicable Percentages arising from any non-ratable increase in the Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Lender(s) issuing new or increased Commitments. Provided further, however, at Borrower’s option, Borrower may request that any such requested increase in the amount of the Total Commitments be effected through the addition of one or more term loan commitments which may bear interest at different rates than the existing Loans (and, in such event, all references in this Section 2.08(d) to any increase in the Total Commitments (or any Commitment), as and is continuing. After delivery to the extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the amount of such noticeincrease, mutatis mutandis), subject further, however, (1) to the continued applicability of the terms and provisions of this Section 2.08(d) and (2) the prior execution and delivery by each Credit Party of such other and further amendments, agreements, instruments, and documents which Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender then require in its sole discretion) in the total Commitments on either a ratable basis but reasonable determination to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which effect any such existing Lender states term loan commitment in the amount of its Commitment such increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Commitments shall terminate on the Maturity Date. (b) The Company Viacom may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce in part permanently reduce, the Commitments; provided provided, however, that (i) each partial reduction of the Commitments shall be in an a minimum principal amount that is an integral multiple of $10,000,000, 10,000,000 and in integral multiples of $1,000,000 in excess thereof and (ii) at no time such termination or reduction shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments made if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and made on the effective date thereof. Promptly following receipt , (x) the Outstanding Extensions of Credit of any notice, Lender would exceed such Lender's Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower Representative given pursuant to this Section shall be irrevocable; 2.10(a). (b) Except as otherwise provided that a notice of termination of in Section 2.18, each reduction in the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Facility Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction. (c) Viacom shall have the right at any time and from time to time to increase the Total Commitments to an aggregate amount, when added to the aggregate amount of Total Commitments (as defined under the Five-Year Credit Agreement) under the Five-Year Credit Agreement, not to exceed $4,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender's Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided further, the Commitment of any bank or other financial institution pursuant to clause (i) above, shall be in an aggregate principal amount at least equal to $10,000,000; provided further, the amount of the increase of any Lender's Commitment pursuant to clause (ii) above when added to the amount of such Lender's Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000. (d) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (c) of this Section 2.10 shall execute a New Lender Supplement (each, a "New Lender Supplement") with Viacom and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender. (e) The Company may, from time Any increase in the Total Commitment pursuant to time, at its option but with clause (c) of this Section 2.10 shall be effective only upon the consent of execution and delivery to Viacom and the Administrative AgentAgent of a commitment increase letter in substantially the form of Exhibit G hereto (a "Commitment Increase Letter"), seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice which Commitment Increase Letter shall be delivered to the Administrative Agent, which notice Agent not less than five Business Days prior to the Commitment Increase Date and shall specify (i) the amount of the Commitment of any bank or financial institution not a party to this agreement which is becoming a Lender or the amount of any increase in the Commitment of any Lender and (ii) the date such increase and is to become effective (the "Commitment Increase Date"). (f) Any increase in the Total Commitment pursuant to this Section 2.10 shall not be delivered at a time when effective unless: (i) no Default or Event of Default has shall have occurred and is continuing. After delivery be continuing on the Commitment Increase Date; (ii) each of the representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on the Commitment Increase Date with the same effect as though made on and as of such noticedate, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (iii) the Administrative Agent shall have received each of (A) a certificate of the corporate secretary or assistant secretary of the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis Borrowers as to the Lenders taking of any corporate action necessary in connection with such increase and (B) an opinion or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable opinions of general counsel to the Administrative Agent, the Issuing Bank, the Swingline Lender Borrowers as to their corporate power and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered authority to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender borrow hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of and such supplemental opinions, resolutions, certificates and other documents matters relating thereto as the Administrative Agent and its counsel may reasonably request. (g) Each notice requesting an increase in the Total Commitments pursuant to this Section 2.10 shall constitute a certification to the effect set forth in clauses (i) and (ii) of Section 2.10(f). (h) No Lender shall at any time be required to agree to a request of Viacom to increase its Commitment or obligations hereunder.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) Commitments, without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date)Lenders, (iii) in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is at least $25,000,000 and an integral multiple of $10,000,0005,000,000, (ii) at no time shall the aggregate amount of and the Commitments may not be reduced to less than $400,000,000 20,000,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving total Credit Exposures would exceed the lesser of Total Commitment. After any reduction in the total Commitments, the Borrower’s option to increase the Commitments and the Borrowing Baseprovided in Section 2.08(d) shall terminate. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above. (ed) The Company mayProvided no Default or Event of Default shall then be in existence, from time the Borrower shall have the right, on one or more occasions, to time, at its option but with the consent of the Administrative Agent, seek elect to increase the total Commitments by up to an Total Commitment; provided, however, that (i) the amount of each such increase shall not be less than Twenty Million Dollars ($20,000,000) or in increments of Twenty Million Dollars ($20,000,000) in excess thereof, (ii) the aggregate amount of all such increases shall not cause the Total Commitment to exceed Three Hundred Million Dollars ($100,000,000 300,000,000), and (resulting iii) any such requests for an increase in maximum total Commitments of $650,000,000 upon the Total Commitment must be received at least three fifteen (315) Business Days’ Days prior to the end of the Initial Term. Any such increase in the Total Commitment shall be exercised by the Lead Borrower by written notice to the Administrative Agent, which notice election shall designate the requested increase in the Total Commitment; provided further, however, at Lead Borrower’s option, Lead Borrower may request that any such requested increase in the amount of the Total Commitments be effected through the addition of one or more term loan commitments (and, in such event, all references in this Section 2.08 to any increase in the Commitments (or any Revolving Commitment), as and to the extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the continued applicability of the terms and provisions of this Section 2.08 and (2) in addition to the items specified below, the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of any a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Arranger, in consultation with the Lead Borrower, will use its reasonable efforts to arrange for other financial institutions to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitment requested by the Lead Borrower and not accepted by the existing Lenders, and the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to become Lenders, in each case, pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date and Section 2.01 shall be delivered at deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders. As a time when condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Lead Borrower (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects (except that in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default has occurred exists or would result therefrom, (ii) the Borrower and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any each new Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have executed and delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder Joinder Agreement and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lendersother instruments, documents and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents agreements as the Administrative Agent may reasonably requesthave requested; (iii) the Borrower shall have paid such arrangement fees to the Arranger as the Lead Borrower and the Arranger may agree; (iv) if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; and (v) no Default or Event of Default exists. Existing Lenders may, as necessary, receive a prepayment of amounts of the Loans outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any non-ratable increase in the Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Lender(s) issuing new or increased Commitments.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the The Commitments shall automatically terminate on the Maturity Termination Date. (b) The Company Upon at least three Business Days' prior irrevocable telecopy notice to the Administrative Agent, the Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce in part permanently reduce, the CommitmentsTotal Commitment; provided provided, however that (i) each partial reduction of the Commitments Total Commitment shall be in an amount that is an integral multiple of $10,000,000, 1,000,000 and in a minimum principal amount of $5,000,000 and (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall Borrower may not terminate or reduce the Commitments Total Commitment if, after giving effect to any concurrent prepayment of such termination or reduction, the Revolving Loans Total L/C Exposure would exceed the Total Commitment. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base. (d) their respective Commitment Percentages. The Borrower Representative shall notify pay to the Administrative Agent for the account of any election to terminate the Banks, on the date of each termination or reduce reduction of the Commitments, the Commitment Fees on the amount of the Commitments under paragraph (b) so terminated or (c) of this Section at least three Business Days prior to reduced accrued through the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company maySubject to Section 6.01, from the Borrower may elect to increase the Total Commitment up to a maximum amount of $500,000,000 either (i) by designating a bank or other financial institution not at the time of such designation a Bank to timebecome a Bank or (ii) by agreeing with an existing Bank that such Bank's Commitment shall be increased; provided, at its option but with that (A) the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agenteach Issuing Bank (which consent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 in each case, shall not be unreasonably withheld), (resulting in maximum total Commitments of $650,000,000 upon at least three (3B) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has shall have occurred and is continuingbe continuing prior to or after giving effect to any increase pursuant to this Section 2.09(d) and (C) any increase shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000. After Upon execution and delivery by the Borrower and such existing Bank or other bank or financial institution of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities an instrument of assumption reasonably acceptable satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such other bank or financial institution shall become a Bank with a Commitment as therein set forth and all the Issuing Bank, the Swingline Lender rights and the Companyobligations of a Bank with such a Commitment hereunder. No Upon any increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Total Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states this Section 2.09(d), the amount L/C Exposure of its Commitment increase, any such new Lender states its Commitment amount and agrees each Bank shall be automatically adjusted to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to reflect the new or existing Lender accepting a new or increased Commitment, Commitment Percentage of a direct or participation interest in each then outstanding Loan and Letter of Credit such thatBank, after giving effect theretoto such increase, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence Schedule 1.01A shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any deemed amended to give effect to such increase of the total Commitments shall be subject to receipt by and the Administrative Agent from shall circulate to each Bank and the Borrowers Borrower a revised Schedule 1.01A incorporating the effects of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestincrease.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Commitments; , provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.7, the sum of the Revolving Total Credit Exposures would exceed the lesser Aggregate Commitment and (ii) each such reduction shall be in an amount that is an integral multiple of the total Commitments $1,000,000 and the Borrowing Basenot less than $5,000,000. (c) [Intentionally Omitted]. (d) Provided that at the time of and immediately after giving effect thereto, no Default shall exist and be continuing, the Company may at any time and from time to time, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent to provide a new Commitment, by submitting to the Administrative Agent an Increase Supplement duly executed by each Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, it shall execute such Increase Supplement and deliver a copy thereof to the Company and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent, (i) in the case of each such Lender, its Commitment shall be increased to the amount set forth in such Increase Supplement and (ii) in the case of each such other Person, such other Person shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided, however, that on the effective date of any increase in the Commitments: (A) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $500,000,000; (B) each such increase shall be in an amount not less than $50,000,000 or such amount plus an integral multiple of $10,000,000; (C) (i) each such increasing Lender and each such other Person shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) each Borrower shall be deemed to have repaid and reborrowed all of its outstanding Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Company on behalf of such Borrower, in accordance with the requirements of Section 2.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by such Borrower Representative pursuant to the provisions of Section 3.6 if the deemed payment occurs other than on the last day of the related Interest Periods; (D) each such other Person shall have delivered to the Administrative Agent and the Company all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7(c); and (E) the representations and warranties of the Borrowers set forth in Article 4 shall be true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the effective date of any increase in the Commitments except to the extent that any such representations and warranties expressly relate to an earlier date (including those contained in Sections 4.4(a), 4.4(b) and 4.8), in which case such representations and warranties shall have been true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall have been true and correct in all respects) on and as of such earlier date (and the Administrative Agent shall have received such evidence and other related documents as the Administrative Agent may reasonably request with respect to the Borrowers’ authorization of the increase and their respective obligations hereunder). (e) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative Company pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower Representative Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction Each reduction, and any termination, of the Commitments shall be permanent. Each permanent and, except as provided in Section 2.8, each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (e) The Company may, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Commitment Termination Date and the Lenders shall have no obligation to make any Loan after the Commitment Termination Date. (b) The Company may at any time terminate Commitment of each Lender shall be reduced on the Commitments upon (i) the payment in full date of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each Loan made by such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) Lender by an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonLoan. (c) The Company may from time In the event that a prepayment or offer of prepayment is or would be required pursuant to time reduce the Commitments; provided that Subsection (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000b), (iic), (d), (e) at no time shall the aggregate amount or (f) of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum Commitments then in effect shall be reduced ratably by an aggregate amount equal to the excess, if any, of (i) the amount of the Revolving Exposures would exceed required prepayment (or, in the lesser case of a required offer of prepayment, the amount of the total Commitments and required offer) determined as if the Borrowing Baseaggregate principal amount of the Loans outstanding exceeds the amount of the required prepayment or offer of prepayment, less (ii) the aggregate principal amount of Loans actually prepaid (or, in the case of a required offer of prepayment, the amount of the required offer or, in the case of Subsection 2.10(f), the amount of the required future prepayment). (d) The Borrower Representative may at any time terminate, or from time to time reduce, the Commitments. (e) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (cd) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments pursuant to paragraph (c) 20 24 or (d) of this Section shall be made ratably among the Lenders in accordance with their respective Commitments. (ef) The Company may, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total the Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify will not exceed the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuingthe Facility. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which The Facility may be declined increased only upon agreement among the parties hereto as evidenced by any Lender in its sole discretion) in the total Commitments on either a ratable basis valid and enforceable amendment to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestthis Agreement.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $10,000,0005,000,000, (ii) at no time shall the aggregate amount of and the Commitments may not be reduced to less than $400,000,000 25,000,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures Total Credit Exposure would exceed the lesser of Maximum Loan Available Amount. After any reduction in the total Commitments, the Borrower’s option to increase the Commitments and the Borrowing Baseprovided in Section 2.08(d) shall terminate. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above. (ed) The Company mayProvided no Default or Event of Default shall then be in existence, from time the Borrower shall have the right, on one or more occasions, to time, at its option but with the consent of the Administrative Agent, seek elect to increase the total Commitments by up to an Total Commitments; provided, however, that (i) the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in increments of Ten Million Dollars ($10,000,000) in excess thereof, and (ii) the aggregate amount of all such increases shall not cause the Total Commitments to exceed One Hundred Fifty Million Dollars ($100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior 150,000,000). Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitments. Upon receipt of any such notice, the Administrative Agent shall consult with the Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Administrative Agent or Arranger pursuant to the Fee Letter). If the Borrower agrees to pay the facility fees so determined, then the Agent promptly shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. At the time of sending such Additional Commitment Request Notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. If the requested increase is oversubscribed then the Administrative Agent and the Arranger shall allocate the Commitment increase among the Lenders who agree to provide such Commitments on such basis mutually acceptable to each of the Borrower, Administrative Agent and the Arranger. If the additional Commitments so provided by the Lenders are not sufficient to provide the full amount of any such the Commitment increase requested by the Borrower, then the Administrative Agent and the Arranger shall use best efforts to, and Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be delivered at reasonably acceptable to Administrative Agent, the Arranger and the Borrower) to become a time when Lender and provide an additional Commitment upon execution and delivery by the Borrower and such Lender of an instrument in form and substance reasonably satisfactory to the Administrative Agent to effect such increase. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase, the revised Applicable Percentages, and the Increase Effective Date. In no event shall any Lender be obligated to provide an additional Commitment. (e) As a condition precedent to such increase, the Borrower shall (x) deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by a Financial Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 3 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default has occurred and is continuing. After delivery of such noticeexists, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretiony) in the total Commitments on either a ratable basis pay (A) to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable Arranger those fees described in and contemplated by the Fee Letter with respect to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No applicable increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount Total Commitment, and the Borrowers shall have delivered (B) to the Administrative Agent a document in form reasonably satisfactory such facility fees as the Lenders who are providing an additional Commitment may require to increase the aggregate Commitment, and (z) execute and deliver to Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept Lenders such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lendersadditional documents, instruments, certifications and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents opinions as the Administrative Agent may reasonably requestrequire, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants set forth in the Loan Documents after giving effect to the increase, and the Borrower shall pay the cost of any updated UCC searches and any and all intangible taxes or other taxes, assessments or charges or any similar fees, taxes or reasonable and documented out-of-pocket expenses which are reasonably requested by the Agent in connection with such increase. Upon any Increase Effective Date, the Agent may unilaterally revise Schedule 1.01 and the Borrower shall, if requested by any such Lender, execute and deliver to the Administrative Agent new Notes for each Lender whose Commitment has changed or who has provided a new Commitment so that the principal amount of such Lender’s Note(s) shall equal its aggregate Commitment. (f) Existing Lenders may, as necessary, receive a prepayment of amounts of the Loan outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Loan ratable with any revised Applicable Percentages arising from any non-ratable increase in the Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Lender(s) issuing new or increased Commitments.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days’ prior irrevocable written, telecopy or electronic mail notice to the Commitments shall terminate on the Maturity Date. (b) The Company Administrative Agent, Viacom may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce in part permanently reduce, the Commitments; provided provided, however, that (i) each partial reduction of the Commitments shall be in an a minimum principal amount that is an integral multiple of $10,000,000, 5,000,000 and in integral multiples of $1,000,000 in excess thereof and (ii) at no time such termination or reduction shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments made if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and made on the effective date thereof. Promptly following receipt , (x) the Outstanding Revolving Extensions of Credit of any noticeLender would exceed such Lender’s Commitment then in effect unless, in the case of a Swingline Lender, such Swingline Lender shall otherwise consent or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower Representative given pursuant to this Section shall be irrevocable; 2.13(a). (b) Except as otherwise provided that a notice of termination of in Section 2.21, each reduction in the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction. (c) Upon a decrease, pursuant to Section 2.13(a) or (b), in the Commitments, Viacom may decrease the Total Multi-Currency Sublimit and/or the Multi-Currency Sublimit with respect to any or all Multi-Currencies, in each case in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. No such termination or reduction shall be made if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (i) the Multi-Currency Sublimit with respect to each applicable Multi-Currency would be less than the Multi-Currency Revolving Loans outstanding in such Multi-Currency at such time or (ii) the Total Multi-Currency Sublimit would be less than the outstanding principal amount of Multi-Currency Revolving Loans at such time. (d) Viacom shall have the right at any time and from time to time to increase the Total Commitment to an aggregate amount not to exceed $3,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender’s Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent and each Issuing Lender (which [[3890129]] consent shall not be unreasonably withheld); provided further, that the Commitment of any bank or other financial institution pursuant to clause (i) above shall be in an aggregate principal amount at least equal to $10,000,000; provided further, that the amount of the increase of any Lender’s Commitment pursuant to clause (ii) above shall be in an aggregate principal amount at least equal to $10,000,000. (e) The Company mayAny additional bank, from time financial institution or other entity which elects to time, at its option but become a party to this Agreement and obtain a Commitment pursuant to subsection (d) of this Section 2.13 shall execute a new lender supplement in substantially the form of Exhibit G hereto (a “New Lender Supplement”) with the consent of Viacom and the Administrative Agent, seek whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender. (f) Any increase in the total Commitments Total Commitment pursuant to subsection (d)(ii) of this Section 2.13 shall be effective only upon the execution by up to an aggregate amount the applicable Lender and Viacom of $100,000,000 a commitment increase letter in substantially the form of Exhibit H hereto (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice a “Commitment Increase Letter”), which Commitment Increase Letter shall be delivered by Viacom or such Lender to the Administrative Agent, which notice Agent not less than five (5) Business Days prior to the applicable Commitment Increase Date and shall specify (i) the amount of any the increase in the Commitment of such Lender and (ii) the date such increase is to become effective. Upon its receipt of such Commitment Increase Letter executed by such Lender and Viacom, the Administrative Agent shall accept such Commitment Increase Letter and record the information contained therein in the Register. (g) Any increase in the Total Commitment pursuant to this Section 2.13 shall not be delivered at a time when effective unless: (i) no Default or Event of Default has shall have occurred and is continuing. After delivery be continuing on the applicable Commitment Increase Date; (ii) each of the representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on such Commitment Increase Date with the same effect as though made on and as of such noticedate, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (iii) the Administrative Agent shall have received each of (A) a certificate of the corporate secretary or assistant secretary of the Company, Borrowers as to the taking of any corporate action necessary in consultation connection with such increase and (B) an opinion or opinions of general counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase and [[3890129]] such other matters relating thereto as the Administrative Agent, Agent and its counsel may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Companyrequest. No Each notice requesting an increase in the total Commitments Total Commitment pursuant to this Section 2.13 shall become constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.13(g). (h) On each Commitment Increase Date, each New Lender and each Lender that has delivered a Commitment Increase Letter, in each case whose new Commitment or increased Commitment becomes effective until on such date, shall purchase by assignment from the existing or new other Lenders extending such incremental Commitment amount and portion of the Borrowers Loans (if any) owing to them as shall have delivered to be designated by the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect theretoto all such purchases and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Revolving Credit Percentage (calculated after giving effect to such increase in the Total Commitment) of the aggregate amount of Loans owing to all credit exposure hereunder is held ratably by the Lenders in proportion to their respective CommitmentLenders. Assignments The purchases and assignments pursuant to the preceding sentence this subsection (h) shall be made deemed to have been accomplished in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter accordance with Section 9.4(b). (i) No Lender shall at any time be required to agree to a request of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such Viacom to increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestits Commitment or obligations hereunder.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the CommitmentsRevolving Commitments without premium or penalty (except as provided in Section 2.15); provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $10,000,000, 1,000,000 and not less than $1,000,000 and (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures Credit Exposure would exceed the lesser of the total Commitments and the Borrowing BaseRevolving Commitments. (dc) The Borrower Representative Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (ed) The Company mayBorrowers, at their option, may from time to timetime seek incremental Revolving Commitments and Telvent USA, at its option but with option, may from time to time seek Term Commitments not exceeding in the consent of aggregate $5,000,000 for all such Commitment increases after the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 date hereof upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall (i) specify the amount of any such proposed increase (which shall not be less than $5,000,000), (ii) specify whether the proposed increase is with respect to Revolving Commitments, Term Commitments or both and shall be delivered at a time when (iii) certify that no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the CompanyApplicable Borrowers, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders financial institutions or entities reasonably acceptable to the Administrative Agent, the Borrowers and solely with respect to incremental Revolving Commitments, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document document, in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) any such existing Lender states agrees to the amount of its Revolving Commitment or Term Commitment increase, (ii) any such new Lender states agrees to its Revolving Commitment or Term Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and hereunder, (iii) the Borrowers accept such incremental Commitments, (iv) the effective date of any increase in the Revolving Commitments or Term Commitments and the date of any incremental Term Loans to be made pursuant thereto is specified and (v) the Borrowers certify that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied. The Lenders Upon the effectiveness of any increase in the total Revolving Commitments pursuant hereto, (i) each Revolving Lender (new or existing) with a Revolving Commitment shall accept be deemed to have accepted an assignment from the existing LendersLenders with a Revolving Commitment, and the existing Revolving Lenders with a Revolving Commitment shall make be deemed to have made an assignment to the each new or existing Lender accepting a new or increased Revolving Commitment, of a direct or participation an interest in each then outstanding Revolving Loan (in each case, on the terms and Letter conditions set forth in the Assignment and Assumption) and (ii) the LC Exposure of Credit the existing and new Revolving Lenders shall be automatically adjusted such that, after giving effect theretoto such assignments and adjustments, all credit exposure Revolving Credit Exposure hereunder is held ratably by the Revolving Lenders in proportion to their respective CommitmentRevolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 2.15, be deemed prepayments of such Loan. The Borrowers shall make any payments under Section 2.11 resulting from such assignments2.15 arising out of the making of the assignments referred to in the two preceding sentences. Any incremental Term Loan made pursuant hereto shall be made as part of a Term Borrowing comprised of all outstanding Term Loans and shall be made on a Business Day upon which a new Interest Period will commence with respect to all outstanding Term Loans. The effectiveness of any such increase of the total incremental Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, resolutions and certificates (consistent with those delivered pursuant to Section 4.01(b) and (c)) and other documents as the Administrative Agent may reasonably request. From and after the making of an incremental Term Loan or Revolving Loan pursuant to this Section, such loan shall be deemed a “Term Loan” or “Revolving Loan”, as applicable, hereunder for all purposes hereof, subject to all the terms and conditions hereof. No consent of any Lender (other than the Lenders agreeing to new or increased Commitments) shall be required for any incremental Commitment provided or Loan made pursuant to this Section 2.08(d).

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (ii) the Term Loan Commitments shall terminate immediately upon the funding of the Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrowers may at any time terminate the Revolving Commitments upon (i) the payment in full in cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any Letters of Creditthereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of Issuing Bank with a cash deposit (or at the discretion of the Issuing Bank a back back-up standby letter of credit satisfactory to the Administrative Agent in its sole discretionIssuing Bank) equal to 105103% of the LC Exposure as of such date), (iii) the payment in full in cash of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full in cash of all reimbursable expenses and all other Obligations in cash together with accrued and unpaid interest thereon. (c) . The Company Borrowers may from time to time reduce the CommitmentsRevolving Commitments of any Class; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of the Equivalent Amount of $10,000,000, 1,000,000 and not less than the Equivalent Amount of $5,000,000 and (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, (x) any Lender’s EUR Revolving Credit Exposure would exceed such Lender’s EUR Revolving Commitment, (y) any Lender’s U.S. Revolving Credit Exposure (plus the aggregate amount of such Lender’s EUR Revolving Credit Exposure) would exceed such Lender’s U.S. Revolving Commitment or (z) the sum of the total Revolving Credit Exposures would exceed the lesser of the total Commitments and the Borrowing BaseRevolving Commitments. (dc) The Borrower Representative Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Representative Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Representative Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments. (ed) The Company may, Borrowers shall have the right (exercisable at any time and from time to time, at its option but with the consent of the Administrative Agent, seek ) to increase the total Commitments by obtaining additional Commitments in U.S. Dollars or Euros, by up to an aggregate amount equal to the Equivalent Amount of $100,000,000 400,000,000, in the form of a Revolving Loan, a Term Loan or a new term loan, either from one or more of the Lenders or another lending institution acceptable to Administrative Agent; provided that the aggregate amount of the proceeds of any Term Loan Refinancing shall be excluded for purposes of calculating the aggregate amount of additional Commitments issued pursuant to this Section 2.09(d); provided, further, that (resulting i) any such request for an increase shall be in maximum total Commitments a minimum amount equal to the Equivalent Amount of $650,000,000 upon at least three 25,000,000, (3ii) Business Days’ prior written notice any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, (iii) the procedures described in Section 2.09(d), 2.09(e) and 2.09(f) have been satisfied, (iv) no Lender shall be required or obligated to increase its commitment and (v) in the case of Loans to be made under a new term loan facility (a “Term Loan Facility”), (A) this Agreement shall be amended, in form and substance acceptable to the Administrative Agent, which notice to reflect the addition of such Term Loan Facility, (B) all Loans made under such Term Loan Facility shall specify have a weighted average life to maturity not shorter than the amount remaining weighted average life to maturity of then-existing Term Loans, (C) the interest margin for Loans made under such Term Loan Facility may be priced differently than the Revolving Loans, the Term Loans, and/or any other loans made under the Term Loan Facility, (D) the Loans made under such Term Loan Facility shall rank equally in right of payment with all other remaining Loans, including, without limitation, pursuant to Section 2.18 of this Agreement (unless otherwise agreed by the Lenders making Loans under the Term Loan Facility), and (E) any other terms and provisions applicable to such Term Loan Facility (including, without limitation, the terms and provisions relating to repayments and prepayments with respect to Loans made under such Term Loan Facility) shall be substantially the same as (and in any event not more favorable than) the Revolving Loans, the Term Loans and any other term loans issued hereunder prior to such date and shall otherwise be in form and substance satisfactory to the Administrative Agent, the Borrowers, and the Lenders participating in such Term Loan Facility; provided that, the terms and conditions applicable to any such Term Loan Facility maturing after the Term Loan Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan Maturity Date. (e) Any amendment hereto for such an increase or addition pursuant to Sections 2.09(d), 2.09(e) and 2.09(f) shall be in form and substance satisfactory to the Administrative Agent (and the Lender(s) being added or increasing their Commitment) and shall only require the written signatures of the Administrative Agent, the Borrowers and the Lender(s) being added or increasing their Commitment. As a condition precedent to each such increase, Borrowers shall deliver to the Administrative Agent such legal opinions and other documents reasonably requested by Administrative Agent, including, without limitation, a certificate (in sufficient copies for each Lender) signed by an authorized officer of Borrowers (i) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such increase and shall be delivered at a time when (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default or Event of Default has occurred and is continuing. After delivery continuing and each of the other conditions set forth in Section 4.02 have been satisfied and (C) Borrowers are in compliance on a pro forma basis (assuming such noticeincrease was made on the last day of the applicable period) with the covenants set forth in Section 6.11, recomputed for the most recent quarter for which financial statements have been delivered pursuant to calculations and detail acceptable to Administrative Agent. (f) Within a reasonable time after the effective date of any increase, the Administrative Agent or shall, and is hereby authorized and directed to, revise the CompanyCommitment Schedule to reflect such increase and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement. On the Business Day following any such increase of the Revolving Commitments, all outstanding Revolving Loans and other outstanding advances shall be reallocated among the Revolving Lenders (including any newly added Lenders) in consultation accordance with the Revolving Lenders’ respective revised Applicable Percentages. Eurodollar Borrowings shall not be reallocated among the Revolving Lenders prior to the expiration of the applicable Interest Period in effect at the time of any such increase. (g) Parent may, upon not less than twenty (20) Business Days’ notice from Parent to the Administrative Agent, may offer the increase Agent (which or such shorter period as may be declined agreed by any Lender the Administrative Agent in its sole discretion), terminate the status of any Borrower (other than Parent) in as a Borrower, if and only if (i) there are no outstanding Loans or LC Exposure outstanding with respect to such Borrower or other amounts payable by such Borrower on account of any Loans made to it or Letters of Credit issued for its account as of the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to effective date of such termination (unless such Loans and other Lenders or entities reasonably acceptable Obligations have been assumed by another Borrower and certified as such to the Administrative Agent, the Issuing Bank, the Swingline Lender ) and the Company. No increase in the total Commitments (ii) such Borrower shall become a Loan Guarantor if it is required to do so pursuant to Section 5.09(a) prior to or contemporaneously with the effective until the existing or new Lenders extending date of such incremental Commitment amount and the Borrowers shall have delivered to the termination. The Administrative Agent a document in form reasonably satisfactory to shall promptly notify the Administrative Agent pursuant to which Lenders of any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers termination of such supplemental opinions, resolutions, certificates and other documents Borrower’s status as the Administrative Agent may reasonably requesta borrower.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Commitments shall terminate on the Maturity Date. (b) The Company Viacom may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce in part permanently reduce, the Commitments; provided provided, however, that (i) each partial reduction of the Commitments shall be in an a minimum principal amount that is an integral multiple of $10,000,000, 10,000,000 and in integral multiples of $1,000,000 in excess thereof and (ii) at no time such termination or reduction shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments made if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and made on the effective date thereof. Promptly following receipt , (x) the Outstanding Revolving Extensions of Credit of any notice, Lender would exceed such Lender's Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower Representative given pursuant to this Section shall be irrevocable; 2.13(a). (b) Except as otherwise provided that a notice of termination of in Section 2.21, each reduction in the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Facility Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction. (c) Viacom shall have the right at any time and from time to time to increase the Total Commitments to an aggregate amount not to exceed $1,950,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender's Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided further, the Commitment of any bank or other financial institution pursuant to clause (i) above, shall be in an aggregate principal amount at least equal to $10,000,000; provided further, the amount of the increase of any Lender's Commitment pursuant to clause (ii) above when added to the amount of such Lender's Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000. (d) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (c) of this Section 2.13 above shall execute a New Lender Supplement (each, a "New Lender Supplement") with Viacom and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender. (e) The Company may, from time Any increase in the Total Commitment pursuant to time, at its option but with clause (c)(ii) of this Section 2.13 shall be effective only upon the consent of execution and delivery to Viacom and the Administrative AgentAgent of a commitment increase letter in substantially the form of Exhibit H hereto (a "Commitment Increase Letter"), seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice which Commitment Increase Letter shall be delivered to the Administrative Agent, which notice Agent not less than five Business Days prior to the Commitment Increase Date and shall specify (i) the amount of the Commitment of any bank or financial institution not a party to this agreement which is becoming a Lender or the amount of any increase in the Commitment of any Lender and (ii) the date such increase and is to become effective (the "Commitment Increase Date"). (f) Any increase in the Total Commitment pursuant to this Section 2.13 shall not be delivered at a time when effective unless: (i) no Default or Event of Default has shall have occurred and is continuing. After delivery be continuing on the Commitment Increase Date; (ii) each of the representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on the Commitment Increase Date with the same effect as though made on and as of such noticedate, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iii) the Administrative Agent shall have received each of (A) a certificate of the corporate secretary or assistant secretary of the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis Borrowers as to the Lenders taking of any corporate action necessary in connection with such increase and (B) an opinion or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable opinions of general counsel to the Administrative Agent, the Issuing Bank, the Swingline Lender Borrowers as to their corporate power and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered authority to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender borrow hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of and such supplemental opinions, resolutions, certificates and other documents matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the Total Commitments pursuant to this Section 2.13 shall constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.13(f). (g) No Lender shall at any time be required to agree to a request of Viacom to increase its Commitment or obligations hereunder.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Revolver Termination Date. (b) The Prior to the Revolver Termination Date, the Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to 1,000,000 and not less than $400,000,000 unless they are terminated in their entirety 5,000,000 and (iiiii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures plus the total Competitive Loan Exposures would exceed the lesser of the total Commitments and the Borrowing BaseCommitments. (dc) The Borrower Representative Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three one Business Days prior Day (or, to the effective date extent a concurrent prepayment of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative Loans is (by d) Upon at least 15 days' prior notice to the Administrative Agent on or prior (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Company shall have the right, subject to the specified effective date) if such condition is not satisfied. Any termination or reduction terms and conditions set forth below, to increase the aggregate amount of the Commitments shall be permanent. Each reduction in multiples of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (e) The Company may, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by $500,000 up to an aggregate amount of not to exceed $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any 40,000,000. Any such increase and shall be delivered apply, at a time when no Default or Event the option of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretionx) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to Commitment of one or more Lenders, if such Lender or Lenders and/or consent to other Lenders such increase, or entities (y) to the creation of new Commitments of one or more institutions not then a Lender hereunder; provided that (i) if any such institution is not then a Lender hereunder, such institution shall be reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the (ii) such existing or new Lenders extending such incremental Commitment amount Lender shall execute and deliver to the Borrowers shall have delivered to Company and the Administrative Agent a document an Assumption Agreement substantially in the form reasonably satisfactory of Exhibit G hereto (an "Assumption Agreement") and (iii) if any Revolving Loans are outstanding at the time of any such increase, the Company will, notwithstanding anything to the Administrative Agent pursuant to which any contrary contained in this Agreement, on the date of such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount increase incur and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new repay or existing) shall accept an assignment prepay one or more Revolving Loans from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, amounts so that after giving effect thereto, all credit exposure hereunder is held ratably by the Revolving Loans shall be outstanding on a pro rata basis (based on the Commitments of the Lenders after giving effect to the changes made pursuant hereto on such date) from all the Lenders. Upon the effectiveness of any increase in proportion to their respective Commitment. Assignments Commitments pursuant to the preceding sentence this Section 2.08(d), Schedule 2.01 hereto shall be made automatically amended to reflect such increase. It is understood that any increase in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments pursuant to this Section 2.08(d) shall be subject not constitute an amendment or modification of this Agreement pursuant to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably requestSection 10.02.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time prior to the Maturity Date reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall 5,000,000 and the aggregate amount of the total Commitments may not be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company 200,000,000. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the lesser of the total Commitments and the Borrowing Baseas reduced. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three five (5) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company maySo long as the Borrower is not then in Default and so long as the Borrower has not reduced the Commitment pursuant to Section 2.08(b), from time the Borrower may on two (2) occasions prior to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to years after the Administrative Agentdate of this Agreement, which notice shall specify request that the amount of any such increase and shall aggregate Commitments be delivered at a time when no Default or Event of Default has occurred and is continuingincreased, so long as the aggregate Commitments do not exceed Seven Hundred Million Dollars ($700,000,000.00) (the “Maximum Commitment”). After delivery of such noticeIf the Borrower requests that the aggregate Commitments be increased, the Administrative Agent shall use commercially reasonable efforts to obtain increased or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis additional commitments up to the Lenders or on a non pro-rata basis Maximum Commitment, and to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to do so the Administrative Agent a document may, after first offering the Lenders the opportunity to participate in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount increased Commitments, obtain additional lenders of its Commitment increasechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any such new Lender states its Commitment amount and agrees to assume and accept of the obligations and rights of a Lender hereunder and the Borrowers accept such incremental CommitmentsLenders. The Lenders (new or existing) Borrower and each Guarantor shall accept execute an assignment from the existing Lendersamendment to this Agreement, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates additional Notes and other documents as the Administrative Agent may reasonably requestrequire to evidence the increase of the Commitments, and the admission of additional Persons as Lenders, if necessary.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time prior to November 20, 2012 reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $10,000,000500,000, (ii) at no time shall and the aggregate amount of the total Commitments may not be reduced to less than $400,000,000 37,500,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the total Revolving Credit Exposures would exceed the lesser of Maximum Loan Available Amount as reduced. After any reduction in the total Commitments, the Borrower’s option to increase the Commitments and the Borrowing Baseprovided in Section 2.08(d) shall terminate. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.08(b), the Borrower may, from time prior to timeNovember 20, at its option but with 2011, request that the consent Commitments be increased, so long as (a) each increase is in a minimum amount of $10,000,000.00 and an integral multiple of $5,000,000 (or such smaller amounts as the Administrative AgentAgent may approve), seek to increase (b) the Borrower has not previously reduced the Commitments, and (c) the aggregate Commitments do not exceed $150,000,000.00 (the “Maximum Commitment”). If the Borrower requests that the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such noticeincreased, the Administrative Agent shall use its best efforts to obtain increased or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis additional commitments up to the Lenders or on a non pro-rata basis Maximum Commitment, and to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to do so the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount may obtain additional lenders of its Commitment increasechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any such new Lender states its Commitment amount and agrees to assume and accept of the obligations and rights of a Lender hereunder and the Borrowers accept such incremental CommitmentsLenders. The Lenders (new or existing) Borrower and each other Credit Party shall accept execute an assignment from the existing Lendersamendment to this Agreement, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates additional Notes and other documents as the Administrative Agent may reasonably requestrequire to evidence the increase of the Commitments, the addition of new projects as Mortgaged Properties, if applicable, and the admission of additional Persons as Lenders, if necessary.

Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate only reduce the Commitments upon (i) without the payment in full prior written consent of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% and all of the LC Exposure as of such date), (iii) Lenders in the payment in full of following circumstances: the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company Borrower may from time to time reduce the Commitments; , provided that (i) each reduction of in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $10,000,000500,000, (ii) at no time shall and the aggregate amount of the total Commitments may not be reduced to less than $400,000,000 37,500,000 unless they the Commitments are terminated in their entirety reduced to zero and (iii) the Company terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the total Revolving Credit Exposures would exceed the lesser of Maximum Loan Available Amount as reduced. After any reduction in the total Commitments, the Borrower’s option to increase the Commitments and the Borrowing Baseprovided in Section 2.08(d) shall terminate. (dc) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (ed) The Company So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.08(b), the Borrower may, from time prior to timeSeptember 21, at its option but with 2014, request that the consent Commitments be increased, so long as (a) each increase is in a minimum amount of $10,000,000.00 and an integral multiple of $5,000,000 (or such smaller amounts as the Administrative AgentAgent may approve), seek to increase (b) the Borrower has not previously reduced the Commitments, and (c) the aggregate Commitments do not exceed $315,000,000.00 (the “Maximum Commitment”). If the Borrower requests that the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such noticeincreased, the Administrative Agent shall use its best efforts to obtain increased or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis additional commitments up to the Lenders or on a non pro-rata basis Maximum Commitment, and to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to do so the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount may obtain additional lenders of its Commitment increasechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any such new Lender states its Commitment amount and agrees to assume and accept of the obligations and rights of a Lender hereunder and the Borrowers accept such incremental CommitmentsLenders. The Lenders (new or existing) Borrower and each other Credit Party shall accept execute an assignment from the existing Lendersamendment to this Agreement, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates additional Notes and other documents as the Administrative Agent may reasonably requestrequire to evidence the increase of the Commitments, the addition of new Real Property to the Unencumbered Pool, if applicable, and the admission of additional Persons as Lenders, if necessary.