Common use of Additional Commitments Clause in Contracts

Additional Commitments. (i) The Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (i) The So long as no Default has occurred and is continuing, the Borrower and any may request that one or more of the Lenders (including New Lenders) may, establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the consent acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent (and the Lenders establishing such consent Additional Commitments. An Additional Commitment Addendum shall not to be unreasonably withheld amend or delayed), at modify in any time after respect the Effective Date, agree that such Lenders shall obtain or increase provisions of the amount of their Commitments by executing and delivering Loan Documents as they apply to the Administrative Agent an Increased Facility Activation Notice specifying Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (aother than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increaseaffected thereby. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (ia) The Borrower and Company may at any time confirm that one or more Lenders or any other bank(s) (including New Lenderseach an “Accordion Lender”) may, with the consent of the Administrative Agent (such consent not has agreed to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their commit Additional Commitments by executing and delivering an Additional Commitment Notice to the Administrative Agent an Increased Facility Activation Agent. (b) Each Additional Commitment Notice specifying is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each Accordion Lender named therein and it specifies: (ai) the date on which the Additional Commitments are confirmed; (ii) the amount of such increase and the Additional Commitments; and (biii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent amount of the Required Lenders Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (such consent c) By countersigning the Additional Commitment Notice: (i) each Accordion Lender agrees to commit the Additional Commitments set out against its name; and (ii) each Accordion Lender which is not already a Lender, agrees to become a party to this Agreement as a Lender. (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional Commitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be unreasonably withheld or delayed), effective on: (i) the aggregate amount execution by the Agent of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase.Additional Commitment Notice; and (ii) Any additional bankin relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, financial institution the Agent being satisfied that it has complied with all necessary “know your customer” or other entity which, with similar checks under all applicable laws and regulations in relation to the consent assumption of the Borrower Additional Commitments by that Accordion Lender. The Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(iAccordion Lender upon being so satisfied. (f) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) No Additional Commitment Notice shall become effective at a Lender for all purposes time when a Utilisation Request has been delivered and to the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall inform the Lenders of such receipt. (h) The Agent shall notify the Company and the Lenders of the increased amounts of the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with this Clause 2.3. (i) For the avoidance of doubt: (i) the Additional Commitments shall have the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement terms (other than with as to upfront arrangement and underwriting fees and conditions precedent) as the Facility; and (ii) the upfront arrangement and underwriting fees in respect of the Additional Commitments shall be set out in a separate Additional Commitment Fee Letter entered into by the Company and the relevant Accordion Lender(s), provided that no Accordion Lender shall be offered or paid any fees on better terms than those which have been offered to the payment of any fees or interest prior to the date such New Lender becomes a Lender)Original Mandated Lead Arrangers. (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (i) The At any time that no Default has occurred and is continuing, the Borrower may notify the Agents that the Borrower is requesting that, on the terms and any one or more subject to the conditions contained in this Agreement, the Lenders (including New Lenders) mayand/or other financial institutions not then a party to this Agreement that are satisfactory to the Agents and the Issuer provide up to an aggregate amount of $50,000,000 in additional Term Loan Commitments and/or Revolving Loan Commitments. Upon receipt of such notice, and with the consent of the Administrative Required Lenders, the Syndication Agent (shall use its best commercially reasonable efforts to arrange for the Lenders or other financial institutions to provide such consent not to be unreasonably withheld or delayed), at any time after additional Term Loan Commitments and/or Revolving Loan Commitments; provided that the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Syndication Agent an Increased Facility Activation Notice specifying will first offer (a) each of the amount Lenders that then has a Percentage of the Term Loan Commitment a pro rata portion of any such increase additional Term Loan Commitment and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent each of the Required Lenders (that then has a Percentage of the Revolving Loan Commitment a pro rata portion of any such consent not additional Revolving Loan Commitment. Alternatively, any Lender may commit to be unreasonably withheld provide the full amount of the requested additional Term Loan Commitment and/or Revolving Loan Commitment and then offer portions of such additional Term Loan Commitment and/or Revolving Loan Commitment to the other Lenders or delayed)other financial institutions, subject to the proviso to the immediately preceding sentence. Nothing contained in this Section 2.1.3 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Term Loan Commitments and/or Revolving Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Term Loan Commitments and/or Revolving Loan Commitments, (i) the aggregate Term Loan Commitment Amount shall be increased by the amount of the Commitments may not additional Term Loan Commitment agreed to be increased by an amount greater than $500,000,000so provided, (ii) each increase effected pursuant to this paragraph the Revolving Loan Commitment Amount shall be in a minimum increased by the amount of at least $5,000,000 and the additional Revolving Loan Commitments agreed to be so provided, (iii) no more than eight Increased Facility Closing Dates may the Percentages of the respective Lenders in respect of the Term Loan Commitment and/or the Revolving Loan Commitment shall be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate proportionally adjusted, (iv) at such time and in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of manner as the Borrower and the Administrative AgentSyndication Agent shall agree (it being understood that the Borrower and the Agents will use their best commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), elects the Lenders shall assign and assume outstanding Term Loans and/or Revolving Loans and participations in outstanding Letters of Credit, as the case may be, so as to become a “Lender” under cause the amounts of such Term Loans, Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Term Loan Commitment and/or the Revolving Loan Commitment of the Lenders and (v) the Borrower shall execute and deliver any additional Notes or other amendments or modifications to this Agreement in connection with or any transaction described in Section 2.01(b)(iother Loan Document as the Agents may reasonably request. In no event shall any Commitment Amount or the Percentage of any Lender be increased without the written consent of such Lender, and no term or condition (including as to pricing, covenants and events of default) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon applicable to 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 additional Indebtedness shall be bound by and entitled to the benefits of this Agreement (other than with more favorable in any material respect to the payment Lenders providing such additional Indebtedness than the terms and conditions hereunder. The Syndication Agent agrees to negotiate with the Borrower commercially reasonable fees and expenses for the syndication of any fees or interest prior such additional Indebtedness, and in the event the Syndication Agent fails to do so, the Syndication Agent may be replaced, solely in respect of such additional Indebtedness, by an instrument in writing delivered to the date such New Lender becomes a Lender)Syndication Agent and signed by the Borrower. (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. At any time that no Potential Event of Default or Event of Default has occurred and is continuing, the Company may, by notice to the Agents, request that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other financial institutions not then a party to this Agreement that are satisfactory to the Agents provide up to an aggregate amount of $20,000,000 in additional Commitments (i) The Borrower and any with respect to one or more tranches). Upon receipt of such notice, the Syndication Agent shall use all commercially reasonable efforts to arrange for the Lenders (including New Lenders) may, with or other financial institutions to provide such additional Commitments; PROVIDED that the consent Syndication Agent will first offer each of the Administrative Agent (Lenders its Pro Rata Share of any such consent not additional Commitments. Alternatively, any Lender may commit to be unreasonably withheld or delayed), at any time after provide the Effective Date, agree that such Lenders shall obtain or increase the full amount of their the requested additional Commitments by executing and delivering then offer portions of such additional Commitments to the Administrative other Lenders or other financial institutions, subject to the proviso in the immediately preceding sentence. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent an Increased Facility Activation Notice specifying (a) to provide any portion of any such additional Commitments. If and to the amount of extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed)additional Commitments, (i) the aggregate amount of the Commitments may not shall be increased by an the amount greater than $500,000,000of the additional Commitments agreed to be so provided, (ii) each if there is an increase effected pursuant to this paragraph in the Working Capital Loan Commitments or Acquisition Loan Commitments, the Pro Rata Shares of the respective Lenders in respect of the applicable Commitments shall be in a minimum amount of at least $5,000,000 and proportionally adjusted, (iii) no more than eight Increased Facility Closing Dates may be selected by if necessary, in respect of an increase in Working Capital Loan Commitments or Acquisition Loan Commitments, at such time and in such manner as Company and the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Syndication Agent shall promptly give notice agree (it being understood that Company and the Agents will use all commercially reasonable efforts to all Lenders avoid the prepayment or assignment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders who have in their sole discretion agreed to provide such increase. additional Commitments shall assign and assume outstanding Loans and participations in outstanding Letters of Credit so as to cause the amount of such Loans and participations in Letters of Credit held by each Lender that has the affected Commitment to conform to the respective percentages of the applicable Commitments of the Lenders and (iiiv) Any Company shall execute and deliver any additional bank, financial institution Notes or other entity which, with the consent of the Borrower and the Administrative Agent, elects amendments or modifications to become a “Lender” under this Agreement in connection with or any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in other Loan Document as the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender)Agents may reasonably request. (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (i) The Borrower and any one or shall have the right no more Lenders than once a year to increase the Facilities up to an aggregate amount of $1,300,000,000 (including New Lenders) may, with the consent of the Administrative Agent (such consent not increase to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering applied pro rata to the Administrative Agent an Increased Facility Activation Notice specifying (aFacilities) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not Lenders, subject however to be unreasonably withheld or delayed), the satisfaction of each of the following terms and conditions: (i) to the aggregate amount knowledge of the Commitments may not Administrative Agent, no Default or Event of Default shall exist and be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount continuing at the time of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase.; (ii) Any additional concurrently with the Borrower’s request for such increase hereunder, the Borrower shall deliver to the Administrative Agent, an officer’s certificate substantially in the form of Schedule 6.1(c) certifying that no Default or Event of Default has occurred and is continuing and demonstrating compliance with each of the financial covenants set forth in Sections 6.10 and 6.11 both before and after giving effect to the increase requested hereunder; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or other entity which, with the consent "accredited investor" (as defined in Regulation D of the Borrower SEC) reasonably acceptable to the Administrative Agent and the Administrative Agent, elects to become Borrower; (iv) each Person providing a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) new Commitment shall execute a New Lender Supplement (each, a “New Lender Supplement”), Commitment Agreement substantially in the form of Exhibit B-2Schedule 3.4(b) hereto and, whereupon upon such bankexecution and the satisfaction of the other terms and conditions of this Section 3.4(b), financial institution or other entity (a “New Lender”) such Person shall thereupon become a Lender for all purposes and to the same extent as if originally a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Administrative Agent shall promptly notify each Lender of (A) the new Revolving Committed Amount and (B) each Lender’s Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be bound by a Business Day) on which the increase in the Revolving Committed Amount occurs the Administrative Agent and entitled to the benefits of this Agreement (other than Lenders shall make adjustments among the Lenders with respect to the payment Revolving Loans outstanding hereunder and under the Four-Year Credit Agreement and amounts of any principal, interest, fees and other amounts paid or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date payable with respect thereto as shall be necessary in order to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably reallocate among the Lenders in accordance with Section 2.02 such outstanding amounts based on their respective unused Commitments after giving effect the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such Increased Facility Closing Dateincrease in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b).

Additional Commitments. (i) The Borrower and any one or more Lenders (including New Lenders) may, with the consent of Agent shall have the Administrative Agent (such consent not right to be unreasonably withheld or delayed), at any make a one-time after increase in the Effective Date, agree that such Lenders shall obtain or increase the Revolving Committed Amount up to an aggregate amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, $350,000,000 without the consent of the Required Lenders (such consent not Lenders, subject however to be unreasonably withheld or delayed), the satisfaction of each of the following terms and conditions: (i) to the aggregate amount knowledge of the Commitments may not Agent, no Default or Event of Default shall exist and be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount continuing at the time of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase.; (ii) Any additional such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or other entity which, with the consent "accredited investor" (as defined in Regulation D of the Borrower Securities and Exchange Commission) reasonably acceptable to the Agent and the Administrative Agent, elects to become Borrower; (iv) each Person providing a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) new Commitment shall execute a New Lender Supplement (each, a “New Lender Supplement”), Commitment Agreement substantially in the form of Exhibit B-2Schedule 3.4(b) hereto and, whereupon upon such bankexecution and the satisfaction of the other terms and conditions of this Section 3.4(b), financial institution or other entity (a “New Lender”) such Person shall thereupon become a Lender for all purposes and to the same extent as if originally a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be bound by a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and entitled to the benefits of this Agreement (other than Lenders shall make adjustments among the Lenders with respect to the payment Revolving Loans outstanding hereunder and amounts of any principal, interest, fees and other amounts paid or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date payable with respect thereto as shall be necessary in order to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably reallocate among the Lenders in accordance with Section 2.02 such outstanding amounts based on their respective unused Commitments after giving effect the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such Increased Facility Closing Dateincrease in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b).

Additional Commitments. (ia) In the event that the Borrowers wish to increase the Commitments at any time when no Event of Default has occurred and is continuing, they shall notify the Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrower and any one or more Borrowers may offer to the existing Lenders (including New Lenders) mayand, with the consent of the Administrative Agent (such which consent shall not to be unreasonably withheld or delayedwithheld), at any time after one or more additional banks, financial institutions or other entities the Effective Date, agree that such Lenders shall obtain opportunity to participate in all or increase a portion of the amount of their Commitments by executing and delivering Proposed Increase Amount pursuant to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and Section 1.05(b). (b) Any Lender that accepts an offer to it by the applicable Increased Facility Closing Date. Notwithstanding Borrowers to increase its Commitment pursuant to Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the foregoingAdministrative Agent, without substantially in the consent form of Exhibit F, whereupon such Lender shall be bound by and entitled to the Required Lenders (such consent not benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be unreasonably withheld or delayed), (i) amended to so increase the aggregate amount Commitment of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increaseLender. (iic) Any additional bank, financial institution or other entity which, which the Borrowers select to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with the consent of the each Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2G, whereupon such bank, financial institution or other entity (a herein called an “New Additional 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 (other than with respect Agreement, and Schedule 1.01 shall be deemed to be amended to add the payment name and Commitment of such Additional Lender; provided that the Commitment of any fees or interest prior to the date such New Additional Lender becomes a Lender)shall be in an amount not less than $5,000,000. (d) Notwithstanding anything to the contrary in this Section 1.05, (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $3,250,000,000, (ii) in no event shall the aggregate principal amount of Loans owed by any Borrower exceed such Borrower’s Sublimit, (iii) On no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (iv) any increase of Commitments pursuant to this Section 1.05 shall be subject to the satisfaction of the conditions set forth in Section 5.02(a) (as modified as for extensions of credit made after the Closing Date) and Section 5.02(b) on the applicable Accordion Effective Date. (e) Subject to the terms and conditions hereof, each Increased Facility Closing Date with respect Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an “Accordion Lender”) shall, on the date upon which there are its Commitment or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans then outstandingto each Borrower, and each Borrower shall prepay outstanding Loans owing to the New Lenders other than such Accordion Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans), the proceeds of which will be used to prepay the Loans of other Lenders, so in amounts such that, after giving effect theretoto the making of such Loans by such Accordion Lender and the prepayment of outstanding Loans owing to Lenders other than such Accordion Lender(s), the resulting aggregate principal amount of Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Increased Facility Closing Accordion Lender(s)) of the aggregate amount of the Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, each Borrower shall pay to the Administrative Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e). (f) At the time the Borrowers submit a Commitment Increase Notice, they shall advise the Lenders of the proposed new Sublimits.

Additional Commitments. (A) KECI may request that the Total Commitments be increased by the provision of additional commitments under the Facility (each such increase being a “Requested Additional Commitment”), by providing written notice to the Facility Agent (such notice being an “Additional Commitment Notice”) provided that, (i) The Borrower the Additional Commitment Notice shall be delivered prior to the expiry of the Availability Period; (ii) the increase in and/or, as the case may be, assumption of Requested Additional Commitments is to take effect before the expiry of the Availability Period and any one or more Lenders the maximum aggregate amount of Requested Additional Commitments (including New Lendersall previous increases in and/or assumptions of Requested Additional Commitments) may, with the consent shall not exceed US$50,000,000; and (iii) no Event of Default is continuing or would arise as a result of the Administrative Agent provision of the Requested Additional Commitment; and (such consent not to iv) the terms of the Requested Additional Commitment shall, for all purposes of this Agreement, be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering treated pursuant to the Administrative Agent an Increased Facility Activation terms of this Agreement in the same manner as the existing Commitments. (B) Each Additional Commitment Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), shall: (i) confirm that the requirements of clause 3.2(A) above are fulfilled; and (ii) specify the date upon which the Requested Additional Commitment is anticipated to be made available to the Borrower (the “Additional Commitment Date”). (C) Upon receipt of any notice pursuant to clause 3.2(A) above, the Facility Agent shall promptly notify the Lenders of such request, and on or before the Additional Commitment Date, each Lender shall inform the Facility Agent of the amount in the Base Currency of the Requested Additional Commitment which it will make available on a committed basis (each a “Committed Additional Participation”). The Facility Agent shall promptly notify KECI of the details of each Committed Additional Participation. (D) If, on the Additional Commitment Date, the aggregate amount of the Commitments may not be increased by an amount greater Committed Additional Participation is less than $500,000,000the Requested Additional Commitment, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during may agree with any bank or financial institution which is not a Lender (each an “Additional Lender”) that they will participate in the term Facility provided that: (i) any such Additional Lender agrees to become a Lender under this Agreement and make available a Commitment on the terms and conditions of this Agreement. No Lender shall have any obligation Agreement and the Borrower notifies the Facility Agent of the same, on or prior to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase.the Additional Commitment Date; and (ii) Any additional bankKECI shall procure that on or prior to the Additional Commitment Date, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become such Additional Lender delivers a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially Accession Notice in the form set out in Schedule 1 (The Original Lender) duly completed and signed on behalf of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a the Additional Lender for all purposes and specifying its Committed Additional Participation to the same extent as if originally a party hereto and shall be bound by and entitled Facility Agent. (E) Subject to the benefits conditions in paragraphs (B) and (D) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Committed Additional Participation for Utilisation under the Facility in accordance with the terms of this Agreement (other than as amended); (ii) the Committed Additional Participation shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the payment of Commitments and outstandings under the Facility and the Committed Additional Participation provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made, at the Borrower’s election, by the Facility Agent making utilisations from the Committed Additional Participation in priority to utilisations from Commitments under the Facility to procure, as far as practicable, any fees or interest prior New Commitment Rebalancing, following which all utilisations shall be made pro rata. (F) Each Additional Lender shall become a party to the date Finance Documents (and be entitled to share in the Security created under the Security Documents in accordance with the terms of the Finance Documents) if such New Additional Lender becomes a accedes to the Finance Documents in accordance with the Finance Documents. (G) Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lender and each Party agrees to be bound by such accession. The Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (H) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (and LC Issuing Bank) (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all (i) “know your customer” requirements or (ii) other similar checks required, in each case by law, regulation or the LC Issuing Bank’s mandatory internal policy (as consistently applied) regarding environmental issues, each in relation to the accession of such Additional Lender. (I) On the date that the Facility Agent executes a Lender Accession Notice: (i) the Additional Lender party to that Lender Accession Notice, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Commitment specified by it as its Committed Additional Participation; and (ii) that Additional Lender shall become a Party to this Agreement as a “Lender”. (J) Clause 21.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 3.2 in relation to an Additional Lender as if references in that clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Additional Lender”; and (iii) On each Increased Facility Closing Date with respect a “re-transfer” and “re-assignment” were references to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Daterespectively a “transfer” and “assignment”.

Additional Commitments. (ia) The Borrower and Company may at any time confirm that one or more Lenders or any other bank(s) (including New Lenderseach an “Accordion Lender”) may, with the consent of the Administrative Agent (such consent not has agreed to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their commit Additional Commitments by executing and delivering an Additional Commitment Notice to the Administrative Agent an Increased Facility Activation Agent. (b) Each Additional Commitment Notice specifying is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each Accordion Lender named therein and it specifies: (ai) the date on which the Additional Commitments are confirmed; (ii) the amount of such increase and the Additional Commitments; and (biii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent amount of the Required Lenders Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (such consent c) By countersigning the Additional Commitment Notice: (i) each Accordion Lender agrees to commit the Additional Commitments set out against its name; and (ii) each Accordion Lender which is not already a Lender, agrees to become a party to this Agreement as a Lender. (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional Commitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be unreasonably withheld or delayed), effective on: (i) the aggregate amount execution by the Agent of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase.Additional Commitment Notice; and (ii) Any additional bankin relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, financial institution the Agent being satisfied that it has complied with all necessary “know your customer” or other entity which, with similar checks under all applicable laws and regulations in relation to the consent assumption of the Borrower Additional Commitments by that Accordion Lender. The Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(iAccordion Lender upon being so satisfied. (f) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) No Additional Commitment Notice shall become effective at a Lender for all purposes time when a Utilisation Request has been delivered and to the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall inform the Lenders of such receipt. (h) The Agent shall notify the Company and the Lenders of the increased amounts of the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with this Clause 2.3. (i) For the avoidance of doubt: (i) the Additional Commitments shall have the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement terms (other than with as to upfront arrangement fees and conditions precedent) as the Facility; and (ii) the upfront arrangement fees in respect of the Additional Commitments shall be set out in a separate Additional Commitment Fee Letter entered into by the Company and the relevant Accordion Lender(s), provided that no Accordion Lender shall be offered or paid any fees on better terms than those which have been offered to the payment of any fees or interest prior to the date such New Lender becomes a Lender)Mandated Lead Arrangers. (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (ia) In the event that the Borrower wishes to increase the Commitments at any time when no Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrower and any one or more may offer to the existing Lenders (including New Lenders) mayand, with the consent of the Administrative Agent Agent, the Swingline Lender and any Issuing Lenders (such consent which consents shall not to be unreasonably withheld or delayedwithheld), at any time after one or more additional banks, financial institutions or other entities the Effective Date, agree that such Lenders shall obtain opportunity to participate in all or increase a portion of the amount of their Commitments by executing and delivering Proposed Increase Amount pursuant to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and Section 1.05(b). (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not Any Lender that accepts an offer to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected it by the Borrower during to increase its Commitment pursuant to Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with the term Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement. No Lender Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall have any obligation be deemed to participate in any be amended to so increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders the Commitment of any such increaseLender. (iic) Any additional bank, financial institution or other entity which, which the Borrower selects to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2G, whereupon such bank, financial institution or other entity (a herein called an “New Additional 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 (other than with respect Agreement, and Schedule 1.01 shall be deemed to be amended to add the payment name and Commitment of such Additional Lender; provided that the Commitment of any fees or interest prior to the date such New Additional Lender becomes a Lender)shall be in an amount not less than $5,000,000. (iiid) On Notwithstanding anything to the contrary in this Section 1.05, (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $400,000,000, and (ii) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (e) Subject to the terms and conditions hereof, each Increased Facility Closing Date with respect Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an “Accordion Lender”) shall, on the date upon which there are its Commitment or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make a Revolving Loan to the Borrower, and the Borrower shall prepay outstanding Revolving Loans then outstandingowing to the Lenders other than such Accordion Lender(s), the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so in amounts such that, after giving effect theretoto the making of such Revolving Loan by such Accordion Lender and the prepayment of outstanding Revolving Loans owing to Lenders other than such Accordion Lender(s), the resulting aggregate principal amount of Revolving Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Increased Facility Closing Accordion Lender(s)) of the aggregate amount of the Revolving Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of Revolving Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e).

Additional Commitments. (a) Schedule 1 hereto sets forth the Additional Commitment of each Additional Lender as of the Assumption Effective Date (as defined below). The Additional Commitment of each Additional Lender shall be several and not joint. (b) The Additional Commitments and the Revolving Loans and other extensions of credit made thereunder shall have the same terms as those applicable to the Commitments and the Revolving Loans and other extensions of credit made thereunder, respectively. With effect from the Assumption Effective Date, the Additional Lenders shall constitute “Qualified Additional Lenders”, “Revolving Loan Lenders” and “Lenders”, the Additional Commitments shall constitute “Commitments” and the loans made thereunder shall constitute “Revolving Loans” (and not Other Credit Extensions), in each case for all purposes of the Credit Agreement and the other Loan Documents. (i) The Borrower and any one or more Lenders (including New Lenders) may, with Upon the consent effectiveness of the Administrative Agent (Additional Commitments, each Revolving Loan Lender immediately prior to such consent not effectiveness will automatically and without further act be deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be unreasonably withheld or delayed)deemed to have assumed, at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount a portion of such increase and (b) Revolving Loan Lender’s participations under the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Credit Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form outstanding Letters of Exhibit B-2, whereupon Credit and Swing Line Loans 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect theretoto each such deemed assignment and assumption of participations, the resulting percentage of the aggregate outstanding (x) participations under the Credit Agreement in Letters of Credit and (y) participations under the Credit Agreement in Swing Line Loans outstanding held by each Revolving Loan Lender (including each such Additional Lender) will equal such Lender’s Pro Rata Share and (ii) if, on the Assumption Effective Date, there are allocated ratably among any Revolving Loans outstanding, such Revolving Loans shall, upon the Lenders effectiveness of the Additional Commitments, be prepaid from the proceeds of new Revolving Loans made under the Credit Agreement, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Loan Lender in accordance with Section 2.02 based 2.4 of the Credit Agreement. (d) The Co-Borrowers hereby agree to pay to each Additional Lender, through the Administrative Agent, in immediately available funds, an upfront fee (the “Upfront Fee”) equal to 1.0% of each Additional Lender’s Additional Commitment, as set forth in Schedule 1 hereto, on their respective unused Commitments after giving effect the Assumption Effective Date. Once paid, the Upfront Fee shall not be refundable under any circumstances. (e) No later than 60 days following the Assumption Effective Date, Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. ▇▇▇▇▇ or the Co-Borrowers, as applicable (the “Delivering Parties”), shall provide to the Administrative Agent such Increased Facility Closing Datedocumentation, if any, regarding the flood hazard status of the improved Mortgaged Properties as is required to be delivered to the Lenders under applicable Federal Emergency Management Agency (or any successor agency) regulations as agreed by the parties; provided that, if the Delivering Parties commence compiling such documentation within such 60-day period, such period shall be extended by such additional period of time as is reasonably necessary in order to compile, prepare and deliver such documentation using reasonable diligence.

Additional Commitments. (ia) The Borrower Subject to the terms and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)conditions hereof, at any time after the Effective Closing Date and prior to Maturity Date, agree provided that such no Event of Default has occurred and is continuing and that the Borrower is in pro forma compliance with the financial covenants in Section 5.1(1) (assuming the full incurrence and application of the new Indebtedness in question), the Borrower may request that the Lenders or any other Persons provide additional Commitments (each, an “Additional Commitment”) which shall obtain or serve to increase the amount aggregate existing Commitments, such that further Borrowings under the Revolving Credit become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement and executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of their Commitments by executing the conditions precedent set out therein, the Additional Commitment in question shall become effective, and delivering (i) the Agent shall promptly notify each Lender as to such agreement, and (ii) Schedule 2.1 shall be deemed to be modified accordingly. (c) Notwithstanding anything to the contrary in this Agreement: (i) no Additional Commitment shall require the consent of any Lender other than the Additional Lender in question, but each Additional Commitment shall require the approval of the Administrative Agent an Increased Facility Activation Notice specifying (a) and the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoingIssuing Bank, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, withheld; (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in acquire any increase described in this paragraph Additional Commitment unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender).; (iii) On each Increased Facility Closing Date with respect no Lender shall have the right to which there are Loans then outstandingacquire any Additional Commitment or receive prior notice thereof, regardless of the New Lender(sfact that its share in the aggregate Commitments is reduced thereby; (iv) and/or the Lender(s) that have increased their aggregate amount of all Additional Commitments shall make Loansnot exceed U.S.$50,000,000; (v) no amount of Additional Commitments requested at any one time shall be less than U.S.$10,000,000; and (vi) the Borrower may pay such up-front, arrangement or other fees as may be agreed by the proceeds Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of which will an Additional Commitment; (d) For greater certainty, any Additional Lender shall be used entitled to prepay share pro rata in any prepayments made by the Loans Borrower pursuant to Section 2.9, and the obligations of the Credit Parties under any such Additional Commitment shall be secured pari passu with the other Lenders, so that, after giving effect thereto, obligations of the resulting Loans outstanding are allocated ratably among Credit Parties under the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing DateSecurity Documents.

Additional Commitments. (iA) The Borrower and any one or more Lenders (including New Lenders) may, with KEL may notify the consent of the Administrative Facility Agent (such consent not notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to be unreasonably withheld or delayedincrease the Total Commitments by the provision of additional commitments under the Facility (each such increase or, as the case may be, assumption in commitments being an “Additional Commitment”), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), provided that, (i) the Additional Commitment Notice shall be delivered prior to the expiry of the Availability Period; (ii) the increase in and/or, as the case may be, assumption of Additional Commitments is to take effect before the expiry of the Availability Period and the maximum aggregate amount of the Additional Commitments may (including all previous increases in and/or assumptions of Additional Commitments) shall not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and exceed US$40,000,000; and (iii) no more than eight Increased Facility Closing Dates may be selected by Event of Default is continuing or would arise as a result of the Borrower during provision of the term Additional Commitment; and (iv) the terms of the Additional Commitment shall, for all purposes of this Agreement. No Lender shall have any obligation , be treated pursuant to participate the terms of this Agreement in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders the same manner as the existing Commitments. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of any such increase.clause 3.2(A) above are fulfilled; and (ii) Any additional bank, financial institution or other entity which, with specify the consent of date upon which the Additional Commitment is anticipated to be made available to the Borrower and (the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender SupplementAdditional Commitment Date”); and (C) In the event that an Additional Lender is not a Party to this Agreement, substantially KEL shall procure that on or prior to the Additional Commitment Date, such Additional Lender: delivers a Lender Accession Notice in the form set out in Schedule 12 (Form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”Lender Accession Notice) shall become a duly completed and signed on behalf of the Additional Lender for all purposes and specifying its Additional Commitment to the same extent as if originally a party hereto and shall be bound by and entitled Facility Agent. (D) Subject to the benefits conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Commitment for Utilisation under the Facility in accordance with the terms of this Agreement (other than as amended); (ii) the Additional Commitment shall rank pari passu with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender).existing Commitments; and (iii) On each Increased any necessary rebalancing of the Commitments and outstandings under the Facility Closing Date with respect and the Additional Commitment provided by the Additional Lender to which there ensure that they are Loans then outstanding, pro rata (the “New Lender(sCommitment Rebalancing”) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used made, at the Borrower’s election, by the Borrower either: (a) making utilisations from the Additional Commitment in priority to prepay utilisations from Commitments under the Loans Facility or to effect a prepayment under the Facility to the existing Lenders (which amount may be redrawn by the Borrower); or (b) making its first utilisation under the Additional Commitment on the last day of other Lendersthe then Interest Period, so thatin each case to procure, after giving effect theretoas far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (E) Each Additional Lender shall become a party to the resulting Loans outstanding are allocated ratably among Finance Documents (and be entitled to share in the Lenders Security created under the Security Documents, and benefit from the Deed of Guarantee, in accordance with Section 2.02 based on their respective unused Commitments after giving effect the terms of the Finance Documents) if such Additional Lender accedes to such Increased Facility Closing Datethe Finance Documents in accordance with the Finance Documents.

Additional Commitments. (ia) The Borrower Commitment Increase Lender hereby acknowledges and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree agrees that such Lenders shall obtain or increase it hereby provides a new Commitment in the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing$30,000,000, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant as set forth opposite its name on Schedule A to this paragraph shall be in a minimum amount of at least $5,000,000 Amendment and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 each party hereto acknowledges and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so agrees that, after giving effect theretoto the terms and provisions of this Amendment, including, without limitation, the resulting Loans outstanding are allocated ratably among proposed Commitment Increase, the Lenders Commitments of each Lender shall be as set forth on Schedule A to this Amendment. (b) The Commitment Increase Lender hereby (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and (B) it has received a copy of the Credit Agreement, together with copies of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase its applicable Commitment, and on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or Collateral Agent; (ii) agrees that (A) from and after the Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Commitments set forth opposite its name on the Schedule A hereto, have the rights and obligations of a Lender thereunder and under the Loan Documents, (B) it will, independently and without reliance on the Administrative Agent or Collateral Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (C) it will perform in accordance with Section 2.02 based their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints and authorizes Administrative Agent and Collateral Agent to take such actions as an agent on their respective unused its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent or Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto. (c) The terms and conditions of any Commitments after and Loans provided in connection with the Commitment Increase shall be identical to the Commitments and Loans under the Credit Agreement as in effect immediately prior to giving effect to this Amendment and such Increased Facility Closing Dateincreased Commitments and the Loans thereunder shall be deemed to be “Commitments” and “Loans”, respectively, for all purposes under the Credit Agreement and other Loan Documents. (d) The Commitment Increase Lender shall receive an Upfront Fee in connection with its Commitment in an amount such that no additional Upfront Fees shall be required to be paid to any existing Lender under clause (e)(vi) of Section 2 of the Credit Agreement.

Additional Commitments. (ia) The Borrower and any one or more Lenders (including New Lenders) may, with Company shall have the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)right, at any time and from time to time, after the Effective DateDate and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, agree however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall obtain not exceed $400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or increase Eligible Person, as the amount of their Commitments by executing case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivering delivered to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Additional Commitment Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon E or such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and form reasonably acceptable to the same extent as if originally a party hereto Administrative Agent, subject to such modifications in form and shall be bound by and entitled substance reasonably satisfactory to the benefits Administrative Agent as may be necessary or appropriate (with the effectiveness of this such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement (other than with respect to the Administrative Agent, the payment of any fees or interest prior required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the date reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such New Lender becomes a Lender). time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) On if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Increased Facility Closing Date with respect Designated Subsidiary Account Party shall have delivered to which there are Loans then outstandingthe Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the New Lender(s) and/or Company and each Designated Subsidiary Account Party shall have delivered to the Lender(s) that have increased their Commitments shall make LoansAdministrative Agent an opinion, in form and substance reasonably satisfactory to the proceeds Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of which will be used counsel delivered to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.the Effective Date pursuant to

Additional Commitments. (ia) In the event that the Borrower wishes to increase the Commitments at any time when no Event of Default has occurred and is continuing, it shall notify the Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase, the Banks and other Persons agreeing to participate therein and the proposed effective date thereof (such notice, a “Commitment Increase Notice”). The Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent and any Issuing Banks (such consent which consents shall not to be unreasonably withheld or delayedwithheld), at any time after offer one or more additional banks, financial institutions or other entities the Effective Date, agree that such Lenders shall obtain opportunity to participate in all or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount a portion of such increase and Bank’s Proposed Increase Amount pursuant to paragraph (b) below. (b) Any Bank which agrees with the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not Borrower to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected its Commitment pursuant to this paragraph Section 2.13 shall execute a Commitment Increase Supplement with the Borrower and the Agent, substantially in the form of Exhibit C, whereupon such Bank shall be in a minimum bound by and entitled to the benefits of this Agreement with respect to the full amount of at least $5,000,000 its Commitment as so increased, and (iii) no more than eight Increased Facility Closing Dates may Schedule 2.01 shall be selected by deemed to be amended to so increase the Borrower during the term Commitment of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increaseBank. (iic) Any additional bank, financial institution or other entity which, which agrees with the consent of Borrower to participate in the increased Commitments pursuant to this Section 2.13 shall execute an Additional Bank Supplement with the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2D, whereupon such bank, financial institution or other entity (a an “New LenderAdditional Bank”) shall become a Lender Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Additional Bank as so agreed; provided that the Commitment of any such Additional Bank shall be in an amount not less than $5,000,000. (other than with respect d) Notwithstanding anything to the payment contrary in this Section 2.13, (i) in no event shall any increase in Commitments pursuant to this Section 2.13 cause the Commitments hereunder to exceed $1,000,000,000 and (ii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. It shall be a condition to the effectiveness of any fees or interest prior increase in the Commitments pursuant to this Section 2.13 that on the proposed effective date therefor that the conditions set forth in Sections 5.01(b) and (c) are then satisfied (and the Borrower shall be deemed to have made a representation and warranty as of such New Lender becomes a Lenderdate to such effect). (iiie) On each Increased Facility Closing Date Upon any increase in the Commitments pursuant to this Section 2.13 becoming effective, the shares of the Banks (including any Additional Banks) in any outstanding Letters of Credit shall be adjusted to be in proportion to their new Bank Percentages. The Agent shall also be entitled, upon any such effectiveness, to establish arrangements, which may be inconsistent in certain respects with other provisions of the Agreement but which it believes to be reasonable in the circumstances (with the intention of minimizing expense to the Borrower under Section 2.17 and disruptions for the Banks), to provide for the Additional Banks and the Banks with increasing Commitments to make Standby Loans over a reasonable period on a basis that makes their participation in the outstanding Standby Borrowings proportional to their new Bank Percentages and during such period for the Banks to receive ratable treatment with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make outstanding Standby Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (iA) The Borrower and any one or more Lenders (including New Lenders) may, with KEL may notify the consent of the Administrative Facility Agent (such consent not notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to be unreasonably withheld or delayedincrease the Total Commitments by the provision of additional commitments under the Facility (each such increase or, as the case may be, assumption in commitments being an “Additional Commitment”), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), provided that, (i) the Additional Commitment Notice shall be delivered prior to the expiry of the Availability Period; (ii) the increase in and/or, as the case may be, assumption of Additional Commitments is to take effect before the expiry of the Availability Period and the maximum aggregate amount of the Additional Commitments may (including all previous increases in and/or assumptions of Additional Commitments) shall not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and exceed US$40,000,000; and (iii) no more than eight Increased Facility Closing Dates may be selected by Event of Default is continuing or would arise as a result of the Borrower during provision of the term Additional Commitment; and (iv) the terms of the Additional Commitment shall, for all purposes of this Agreement. No Lender shall have any obligation , be treated pursuant to participate the terms of this Agreement in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders the same manner as the existing Commitments. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of any such increase.clause 3.2(A) above are fulfilled; and (ii) Any additional bank, financial institution or other entity which, with specify the consent of date upon which the Additional Commitment is anticipated to be made available to the Borrower and (the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender SupplementAdditional Commitment Date”); and (C) In the event that an Additional Lender is not a Party to this Agreement, substantially KEL shall procure that on or prior to the Additional Commitment Date, such Additional Lender: delivers a Lender Accession Notice in the form set out in Schedule 12 (Form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”Lender Accession Notice) shall become a duly completed and signed on behalf of the Additional Lender for all purposes and specifying its Additional Commitment to the same extent as if originally a party hereto and shall be bound by and entitled Facility Agent. (D) Subject to the benefits conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Commitment for Utilisation under the Facility in accordance with the terms of this Agreement (other than as amended); (ii) the Additional Commitment shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the payment of any fees Commitments and outstandings under the Facility and the Additional Commitment provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made, at the Borrower’s election, by the Borrower either: (a) making utilisations from the Additional Commitment in priority to utilisations from Commitments under the Facility or interest prior to effect a prepayment under the Facility to the date existing Lenders (which amount may be redrawn by the Borrower); or (b) making its first utilisation under the Additional Commitment on the last day of the then Interest Period, in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (E) Each Additional Lender shall become a party to the Finance Documents (and be entitled to share in the Security created under the Security Documents, and benefit from the Deed of Guarantee, in accordance with the terms of the Finance Documents) if such New Additional Lender becomes a accedes to the Finance Documents in accordance with the Finance Documents. (F) Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lender and each Party agrees to be bound by such accession. The Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (iiiG) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the accession of such Additional Lender. (H) On the date that the Facility Agent executes a Lender Accession Notice: (i) the Additional Lender party to that Lender Accession Notice, each Increased Facility Closing Date other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been an Original Lender with respect to which there are Loans then outstanding, the New Lender(s) rights and/or obligations acquired or assumed by it as a result of that accession and with the Lender(sCommitment specified by it as its Additional Commitment; (ii) that have increased their Commitments Additional Lender shall make Loans, the proceeds become a Party to this Agreement as a “Lender”. (I) Clause 22.4 (Limitation of which will be used responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 3.2 in relation to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders an Additional Lender as if references in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.that clause to:

Additional Commitments. (i) The Borrower At any time and any from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (including New Lendersin the case of an existing Lender) mayor assume a Commitment (in the case of any other lending institution) and, with in the consent sole discretion of the Administrative Agent (each such consent not Lender or other institution, any such Lender or other institution may agree to be unreasonably withheld or delayed), at any time after the Effective Date, agree so commit; provided that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount no Default or Event of the Commitments may not be increased by an amount greater than $500,000,000Default then exists, (ii) each the increase effected in the Total Commitment pursuant to this paragraph any such request shall be in a minimum an aggregate amount of at least $5,000,000 16,000,000 and (iii) no more than eight Increased Facility Closing Dates may the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $175,000,000. Parent, Corp. and each such Lender or other lending institution (each, an “Assuming Lender”) which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such Lender’s Commitment to be selected by effective on the Borrower during Business Day following delivery of such Commitment Assumption Agreement to the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionAdministrative Agent). The Administrative Agent shall promptly give notice notify each Lender as to all the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, in conformity with the consent requirements of Section 1.06. Notwithstanding anything to the Borrower and the Administrative Agentcontrary contained in this Agreement, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially increase in the form of Exhibit B-2Total Commitment pursuant to this Section 1.16, whereupon such bankeach Borrower shall, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes in coordination with the Administrative Agent and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstandingLenders, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that, after giving effect thereto, that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on basis of their respective unused Commitments (after giving effect to such Increased Facility Closing Dateany increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be for the account of the respective Borrowers.

Additional Commitments. (a) The Borrower shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Final Maturity Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more Additional Commitment Banks (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to clause (vi) below) provide Additional Commitments; it being understood and agreed, however, that (i) The Borrower no Additional Commitment Bank shall be obligated to provide an Additional Commitment as a result of any request by the Borrower, (ii) until such time, if any, as (x) such Additional Commitment Bank has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Additional Commitment Bank shall not be obligated to make Revolving Loans or participate in Letters of Credit, in excess of the amounts provided for herein, before giving effect to such Additional Commitments provided pursuant to this Section 1.16, (iii) any Additional Commitment Bank (and/or one or more Lenders other Persons which will become Additional Commitment Banks as provided pursuant to clause (including New Lendersvi) may, with below) may so provide an Additional Commitment without the consent of any other Additional Commitment Bank (it being understood and agreed that the consent of the Administrative Agent and each Letter of Credit Issuer (such consent (in either case) not to be unreasonably withheld or delayed) shall be required if any such Additional Commitments are to be provided by a Person which is not already an Additional Commitment Bank), (iv) (x) each provision of Additional Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Additional Commitment Banks (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Additional Commitment Banks)) of at least $1,000,000 and (y) the aggregate amount of Additional Commitments provided pursuant to this Section 1.16 shall not exceed $100,000,000, (v) the up-front fees payable to any time Person providing an Additional Commitment in accordance with this Section 1.16 shall be as set forth in the relevant Additional Commitment Agreement, (vi) if, on or after the Effective Datetenth Business Day following the request by the Borrower of the then existing Additional Commitment Banks to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, agree the Borrower has not received Additional Commitments in an aggregate amount equal to that such Lenders shall obtain or increase the amount of their the Additional Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by executing the Borrower to the Administrative Agent as provided above), then the Borrower may request Additional Commitments from other banks or financial institutions (unless otherwise agreed by the Borrower and delivering the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Additional Commitment Banks, and (vii) all actions taken by the Borrower pursuant to this Section 1.16 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.16, (i) the Borrower, the Administrative Agent and each such Additional Commitment Bank or other bank or financial institution which agrees to provide an Additional Commitment (each, an “Additional Bank”) shall execute and deliver to the Administrative Agent an Increased Facility Activation Notice specifying Additional Commitment Agreement substantially in the form of Exhibit E, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (a) with the amount effectiveness of such increase Additional Bank’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent satisfaction of the Required Lenders (such consent not other conditions in this Section 1.16 to be unreasonably withheld or delayed), (i) the aggregate amount reasonable satisfaction of the Commitments may not be increased by an amount greater than $500,000,000Administrative Agent), (ii) each increase effected pursuant if such Additional Bank is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes, such Additional Bank shall provide to this paragraph shall be the Borrower the appropriate Internal Revenue Service documentation described in a minimum amount of at least $5,000,000 and Section 4.04, (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during shall deliver to the term Administrative Agent resolutions authorizing the incurrence of this Agreement. No Lender the Obligations to be incurred pursuant to each Additional Commitment, together with evidence of good standing of the Borrower (if requested) and (iv) the Borrower shall have any obligation deliver to participate the Administrative Agent an opinion, in any increase described form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in this paragraph unless it agrees in writing the opinions of counsel delivered to do so in its sole discretionthe Banks on the Restatement Effective Date pursuant to Section 5.01(d) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly give notice notify each Additional Commitment Bank as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all Lenders purposes of, this Agreement shall be increased by the aggregate amount of any such increase. Additional Commitments and (iiy) Any additional bankon each such date, financial institution or other entity which, with Schedule I shall be deemed modified to reflect the consent revised Additional Commitments of the Borrower and affected Additional Commitment Banks. Notwithstanding anything to the Administrative Agentcontrary contained in this Agreement, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially increase in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and Total Commitment pursuant to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstandingSection 1.16, the New Lender(s) and/or Borrower shall, in coordination with the Lender(s) Administrative Agent and the Banks, repay outstanding Revolving Loans of certain Banks and, if necessary, incur additional Revolving Loans from other Banks, in each case so that have increased such Banks participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments (after giving effect to such Increased Facility Closing Date.any increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Banks in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be for the account of the Borrower

Additional Commitments. (ia) The Borrower and any one or more Lenders (including New Lenders) may, with Company shall have the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)right, at any time and from time to time, after the Effective DateDate and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, agree however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.27 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall obtain not exceed $400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.27 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.27 below and (vii) all actions taken by the Account Party pursuant to this Section 2.27 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.27. (b) The effectiveness of Additional Commitments pursuant to this Section 2.27 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or increase Eligible Person, as the amount of their Commitments by executing case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivering delivered to the Administrative Agent an Increased Facility Activation Notice specifying Additional Commitment Agreement substantially in the form of Exhibit I or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (a) with the amount effectiveness of such increase Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent satisfaction of the Required Lenders (such consent not other conditions set forth in this Section 2.27 to be unreasonably withheld or delayed), (i) the aggregate amount reasonable satisfaction of the Commitments may not be increased by an amount greater than $500,000,000Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each increase effected pursuant respective beneficiary thereunder to this paragraph the respective Issuing Agent and shall be in a minimum amount either have been cancelled and/or exchanged for new or amended Several Letters of at least $5,000,000 Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) no more than eight Increased Facility Closing Dates may be selected by if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Borrower during the term of this Agreement. No Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have any obligation provided to participate in any increase the Company the appropriate documentation described in this paragraph unless it agrees Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in writing form and substance reasonably satisfactory to do so the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in its sole discretionthe opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly give notice notify each Lender as to all Lenders the occurrence of any each Additional Commitment Date, and (x) on each such increase. (ii) Any additional bankdate, financial institution or other entity whichthe Total Commitment under, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes of, this Agreement and to the same extent as if originally a party hereto and each other Credit Document shall be bound increased by and entitled to the benefits aggregate amount of this Agreement such Additional Commitments, (other than with respect to the payment of any fees or interest prior to the date y) on each such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstandingdate, the New Lender(sCommitment Schedule shall be deemed modified to reflect the revised Commitments of each affected Lender and (z) and/or on each such date, the Lender(s) that Company shall be deemed to have increased their Commitments shall make repaid and reborrowed all outstanding Loans (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the proceeds of which will be used to prepay the Loans of other LendersCompany, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with the requirements of Section 2.02 based 2.18). The deemed payments made pursuant to clause (z) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on their respective unused Commitments after giving effect the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to such Increased Facility Closing Dateindemnification by the Company pursuant to the provisions of Section 2.25 if the deemed payment occurs other than on the last day of the related Interest Periods.

Additional Commitments. (ia) The Borrower and any one or more Lenders (including New Lenders) may, with Company shall have the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)right, at any time and from time to time, after the Effective DateDate and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, agree however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall obtain not exceed $700,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or increase Eligible Person, as the amount of their Commitments by executing case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivering delivered to the Administrative Agent an Increased Facility Activation Notice specifying Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (a) with the amount effectiveness of such increase Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent satisfaction of the Required Lenders (such consent not other conditions set forth in this Section 2.16 to be unreasonably withheld or delayed), (i) the aggregate amount reasonable satisfaction of the Commitments may not be increased by an amount greater than $500,000,000Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each increase effected pursuant respective beneficiary thereunder to this paragraph the respective Issuing Agent and shall be in a minimum amount either have been cancelled and/or exchanged for new or amended Several Letters of at least $5,000,000 Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) no more than eight Increased Facility Closing Dates may be selected by if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Borrower during the term of this Agreement. No Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have any obligation provided to participate in any increase the Company the appropriate documentation described in this paragraph unless it agrees Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in writing form and substance reasonably satisfactory to do so the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in its sole discretionthe opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly give notice notify each Lender as to all Lenders the occurrence of any each Additional Commitment Date, and (x) on each such increase. (ii) Any additional bankdate, financial institution or other entity whichthe Total Commitment under, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes of, this Agreement and to the same extent as if originally a party hereto and each other Credit Document shall be bound increased by the aggregate amount of such Additional Commitments and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date y) on each such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstandingdate, the New Lender(s) and/or Commitment Schedule shall be deemed modified to reflect the Lender(s) that have increased their revised Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Dateeach affected Lender.

Additional Commitments. (i) The Borrower At any time and any from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (including New Lendersin the case of an existing Lender) mayor assume a Commitment (in the case of any other lending institution) and, with in the consent sole discretion of the Administrative Agent (each such consent not Lender or other institution, any such Lender or other institution may agree to be unreasonably withheld or delayed), at any time after the Effective Date, agree so commit; provided that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount no Default or Event of the Commitments may not be increased by an amount greater than $500,000,000Default then exists, (ii) each the increase effected in the Total Commitment pursuant to this paragraph any such request shall be in a minimum an aggregate amount of at least $5,000,000 9,000,000 and (iii) no more than eight Increased Facility Closing Dates may the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $75,000,000. Parent, Corp. and each such Lender or other lending institution (each, an “Assuming Lender”) which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such Lender’s Commitment to be selected by effective on the Borrower during Business Day following delivery of such Commitment Assumption Agreement to the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionAdministrative Agent). The Administrative Agent shall promptly give notice notify each Lender as to all the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, in conformity with the consent requirements of Section 1.06. Notwithstanding anything to the Borrower and the Administrative Agentcontrary contained in this Agreement, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially increase in the form of Exhibit B-2Total Commitment pursuant to this Section 1.16, whereupon such bankeach Borrower shall, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes in coordination with the Administrative Agent and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstandingLenders, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that, after giving effect thereto, that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on basis of their respective unused Commitments (after giving effect to such Increased Facility Closing Dateany increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be for the account of the respective Borrowers.

Additional Commitments. (ia) The So long as no Default or Event of Default then exists or would result therefrom, the United States Borrower shall have the right at any time and any from time to time after the Initial Borrowing Date and prior to the 60th day after the Initial Borrowing Date upon at least 10 Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to two occasions in the aggregate that one or more Lenders (including New Lendersand/or one or more other Persons which will become Lenders as provided below) mayprovide Additional United States Term Commitments and Additional Revolving Commitments, subject to the applicable terms and conditions contained in this Agreement, and make United States Term Loans and Revolving Loans pursuant thereto; it being understood and agreed, however, that: (i) no Lender shall be obligated to provide an Additional Term Commitment as a result of any such request by the United States Borrower, (ii) until such time, if any, as such Lender has agreed in its sole discretion to provide Additional Commitments and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 2.19(b) and such Additional Commitments shall have become effective, such Lender shall not be obligated to fund any United States Term Loans in excess of its United States Term Commitment or Revolving Loans in excess of its Revolving Commitment, in each case, as in effect prior to giving effect to such Additional Commitments provided pursuant to this Section 2.19, (iii) any Lender (or any other Person which will become a Lender) may so provide Additional Commitments without the consent of any other Lender but with the prior consent of the Administrative Agent (such which consent shall not be unreasonably withheld), (iv) the aggregate amount of all Additional Commitments permitted to be unreasonably withheld or delayed), at any time after provided pursuant to this Section 2.19 shall not exceed an amount equal to $1,300,000,000 less the sum of the Total Revolving Commitment and Total United States Term Commitment on the Effective Date, (v) the fees payable to any Lender (including any Person who will become a Lender) providing an Additional United States Term Commitment shall be as set forth in the relevant Additional Commitment Agreement, (vi) each increase in the Commitments pursuant to this Section 2.19 shall be applied pro rata to the Additional United States Term Commitments and Additional Revolving Commitments (based on the Total United States Term Commitment and Total Revolving Commitment); and (vii) all actions taken by the United States Borrower pursuant to this Section 2.19(a) shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 2.19, agree that such Lenders (i) the United States Borrower, the Administrative Agent and each Lender or other Person which agrees to provide Additional Commitments (each, an "Additional Lender") shall obtain or increase the amount of their Commitments by executing execute and delivering deliver to the Administrative Agent an Increased Facility Activation Notice specifying Additional Commitment Agreement (a) with the amount effectiveness of such increase Additional Lender's Additional Commitments to occur upon delivery of such Additional Commitment Agreement, to the Administrative Agent, the payment of any fees required in connection therewith and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent satisfaction of the Required Lenders (such consent not other conditions in this Section 2.19(b) to be unreasonably withheld or delayed), (i) the aggregate amount reasonable satisfaction of the Commitments may not be increased by an amount greater than $500,000,000Administrative Agent), (ii) on the first date after such effectiveness on which United States Term Loans are to be incurred hereunder the United States Borrower shall, in coordination with the Administrative Agent, incur additional United States Term Loans from the Lenders in each case to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of United States Term Loans pro rata on the basis of their respective United States Term Commitments (after giving effect to any increase effected in the Total United States Term Commitments pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 Section 2.19) and (iii) no more than eight Increased Facility Closing Dates may on the first date after such effectiveness on which Revolving Loans are to be selected by incurred hereunder the United States Borrower during shall, in coordination with the term Administrative Agent, repay Revolving Loans of this Agreement. No Lender shall have any obligation certain of the Revolving Lenders and incur additional Revolving Loans from the Revolving Lenders in each case to the extent necessary so that all of the Revolving Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Commitments (after giving effect to any increase described in the Total Commitments pursuant to this paragraph unless it agrees Section 2.19) and with the United States Borrower being obligated to pay to the respective Lenders the costs of the type referred to in writing to do so Section 2.15 in its sole discretionconnection with any such repayment and/or Borrowing. The Administrative Agent shall promptly give notice notify each Lender as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total United States Term Commitment and Total Revolving Commitment under, and for all Lenders purposes of, this Agreement shall be increased by the aggregate amount of any such increaseAdditional Term Commitments, and (y) on each such date Schedule 2.01 shall be deemed modified to reflect the revised Revolving Commitments and United States Term Commitments of the affected Lenders. (iic) Any additional bankIn connection with each incurrence of United States Term Loans pursuant to Section 2.01(b), financial institution or other entity whichthe Lenders and the United States Borrower hereby agree that, with notwithstanding anything to the consent of contrary contained in this Agreement, the United States Borrower and the Administrative Agent, elects Agent may take all such actions as may be necessary to become a “Lender” under this Agreement ensure that all Lenders with outstanding United States Term Loans continue to participate in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement each Borrowing of outstanding United States Term Loans (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to the incurrence of United States Term Loans pursuant to Section 2.01(b)) on a pro ratabasis, including by adding the United States Term Loans to be so incurred to the then outstanding Borrowings of United States Term Loans on a pro ratabasis even though as a result thereof such Increased Facility Closing Date.new United States Term Loan (to the extent required to be maintained as Eurodollar Loans), may effectively have a shorter Interest Period than the then outstanding Borrowings of United States Term Loans and it is hereby agreed that (x) to the extent any then outstanding Borrowings of United States Term Loans that are maintained as Eurodollar Loans are affected as a result thereof, any costs of the type described in Section 2.15 incurred by such Lenders in connection therewith shall be for the account of the United States Borrower or (y) to the extent the United States Term Loans to be so incurred are added to the then outstanding Borrowings of United States Term Loans which are maintained as Eurodollar Loans, the Lenders that have made such additional United States Term Loans shall be entitled to receive an effective interest rate on such additional United States Term Loans as is equal to the Adjusted LIBO Rate as in effect two Business Days prior to the incurrence of such additional United States Term Loans, plus the then Applicable Rate for such Loans until the end of the respective Interest Period or Interest Periods with respect thereto. ARTICLE III

Additional Commitments. Borrower shall have the right from time to time to cause the Administrative Agent to increase the total Commitments by up to $1,150,000,000, subject to the following: (a) Any request for increase in the total Commitments shall be by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent 30 days prior to the date upon which the Borrower shall desire such increase to become effective (provided that such period of notice may be reduced or waived at the Administrative Agent’s sole discretion), and shall set forth (1) the requested amount of the additional commitment (the “Additional Commitment Amount”), which Additional Commitment Amount shall be in the minimum amount of $50,000,000 and an integral multiple of $5,000,000 in excess thereof and (2) such details with respect thereto as are reasonably requested by the Administrative Agent. (b) The aggregate amount of the Lenders’ Commitments after giving effect to the Additional Commitment Amount shall not exceed $1,250,000,000. (c) Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this paragraph (c) within ten Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) The no Default or Event of Default being in existence at such time, (ii) the Borrower and any one or more issuing substitute Notes, (iii) the Accepting Lenders (including New Lenders) may, with the consent of paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Loans, LC Exposure and participations in outstanding Swingline Loans matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Loan Parties, the Accepting Lenders and the Administrative Agent executing such consent other documents evidencing such adjustments in the Commitments and the Loans as shall be reasonably acceptable to the Loan Parties, the Accepting Lenders, the Administrative Agent, the Swingline Lenders and the Issuing Banks, (v) the Borrower paying the Administrative Agent for the account of each Accepting Lender such upfront fees as shall be agreed to by the Borrower and the Administrative Agent prior to the Administrative Agent commencing its efforts under this paragraph (c), (vi) the Borrower paying the Arranger such fees as shall be agreed to by the Borrower and the Arranger prior to the Administrative Agent commencing its efforts under this paragraph (c) and (vii) the Borrower paying all of the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing. (d) In the event that the Additional Commitment Amount is not achieved pursuant to paragraph (c) above, the Arranger shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange for additional lenders with Commitments aggregating up to the Additional Commitment Amount. The Arranger shall submit a list of additional proposed syndicate members to the Borrower for its review and approval, which approval shall not be unreasonably withheld or delayed). If any such proposed lenders are so approved by the Administrative Agent, the Swingline Lenders, the Issuing Banks and the Borrower, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at any time after such time, (ii) the Effective DateBorrower issuing substitute Notes to the new Lenders, agree that (iii) such new Lenders shall obtain or increase the amount of their Commitments by executing and delivering paying to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent on behalf of the Required Lenders (such consent not to be unreasonably withheld or delayed), (iother Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans, LC Exposure and participation in outstanding Swingline Loans matches the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant ratio of its Commitment to this paragraph shall be in a minimum the aggregate amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower paying to the Lenders the amounts payable, if any, to such Increased Facility Closing DateLenders pursuant to Section 2.16 as a result of the prepayment of any such Loans, (v) the Loan Parties, the new Lenders and the Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Loans as shall be reasonably acceptable to the Borrower, the Administrative Agent, the Swingline Lenders and the Issuing Banks, (vi) the Borrower paying the Administrative Agent for the account of each new lender such upfront fees as shall be agreed to by the Borrower and the Arranger prior to the Arranger commencing its efforts under this paragraph (d), (vii) the Borrower paying the Arranger such fees as shall be agreed to by the Borrower and the Arranger prior to the Arranger commencing its efforts under this paragraph (d) and (viii) the Borrower paying all of the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing. (e) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments and the Loans contemplated by this Section.

Additional Commitments. (ia) The Borrower and Company may at any time confirm that one or more Lenders or any other bank(s) (including New Lenderseach an “Accordion Lender”) may, with the consent of the Administrative Agent (such consent not has agreed to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their commit Additional Commitments by executing and delivering an Additional Commitment Notice to the Administrative Agent an Increased Facility Activation Agent. (b) Each Additional Commitment Notice specifying is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each Accordion Lender named therein and it specifies: (ai) the date on which the Additional Commitments are confirmed; (ii) the amount of such increase and the Additional Commitments; and (biii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent amount of the Required Lenders Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (such consent c) By countersigning the Additional Commitment Notice: (i) each Accordion Lender agrees to commit the Additional Commitments set out against its name; and (ii) each Accordion Lender which is not already a Lender, agrees to become a party to this Agreement as a Lender and to become a party to the Intercreditor Agreement as a Pari Passu Creditor (under and as defined in the Intercreditor Agreement). (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional Commitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be unreasonably withheld or delayed), effective on: (i) the aggregate amount execution by the Agent (and, if applicable, the Security Agent) of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase.Additional Commitment Notice; and (ii) Any additional bankin relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, financial institution the Agent being satisfied that it has complied with all necessary “know your customer” or other entity which, with similar checks under all applicable laws and regulations in relation to the consent assumption of the Borrower Additional Commitments by that Accordion Lender. The Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(iAccordion Lender upon being so satisfied. (f) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) No Additional Commitment Notice shall become effective at a Lender for all purposes time when a Utilisation Request has been delivered and to the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall inform the Lenders of such receipt. (h) The Agent shall notify the Company and the Lenders of the increased amounts of the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with this Clause 2.3. (i) For the avoidance of doubt: (i) the Additional Commitments shall have the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement terms (other than with as to upfront arrangement and underwriting fees and conditions precedent) as the Facility; and (ii) the upfront arrangement and underwriting fees in respect of the Additional Commitments shall be set out in a separate Additional Commitment Fee Letter entered into by the Company and the relevant Accordion Lender(s), provided that no Accordion Lender shall be offered or paid any fees on better terms than those which have been offered to the payment of any fees or interest prior to the date such New Lender becomes a Lender)Mandated Lead Arrangers. (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (i) At any time following the Effective Date (but in any event not prior to the first Borrowing of Term Loans hereunder), the Borrower may by written notice to the Administrative Agent elect to establish a Class of revolving facility commitments for the making of loans and/or the issuance of letters of credit (such commitments, the “Additional Revolving Facility Commitments”) and/or a Class of term loan commitments (such commitments, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”) (it being understood that no amounts borrowed under such Additional Commitments shall be applied in direct or indirect exchange for other Indebtedness). Such notice shall specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower and any one or more Lenders (including New Lenders) may, with shall notify the consent Administrative Agent in writing of the identity of each lender reasonably acceptable to the Administrative Agent (such consent not each, an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) to be unreasonably withheld or delayed), at any time after whom the Effective Date, agree that such Lenders shall obtain or increase Additional Commitments have been (in accordance with the amount of their Commitments by executing prior sentence) allocated and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount amounts of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent allocations; provided that any Lender approached to provide all or a portion of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Additional Commitments may not be increased by an amount greater than $500,000,000elect or decline, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice , to all Lenders of any such increaseprovide an Additional Commitment. (ii) Any additional bankSuch Additional Commitments shall become effective as of such Increased Amount Date, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form case of Exhibit B-2Additional Term Loan Commitments, whereupon such bank, financial institution or other entity Additional Term Loans in respect hereof (a “New LenderAdditional Term Loans”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and be made on such Increased Amount Date; provided that (1) no Default or Event of Default shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees exist on such Increased Amount Date before or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.Additional Commitments and Loans,

Additional Commitments. (i) The Borrower Company may from time to time, by notice to Administrative Agent, request that, on the terms and any one or more subject to the conditions contained in this Agreement, Lenders (including New Lenders) mayand/or other financial institutions not then a party to this Agreement, with the consent of the that are approved by Administrative Agent (such consent approval not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the provide up to an aggregate amount of their Commitments by executing $10,000,000 in additional Revolving Loan Commitments; PROVIDED that no Event of Default or Potential Event of Default shall have occurred and delivering be continuing or result from such additional Revolving Loan Commitments. Upon receipt of such notice and an Officer's Certificate as to the satisfaction of the foregoing condition, Administrative Agent an Increased Facility Activation Notice specifying shall use all commercially reasonable efforts to arrange for Lenders or other financial institutions approved of by Administrative Agent (asuch approval not to be unreasonably withheld or delayed) to provide such additional Revolving Loan Commitments. Alternatively, any Lender may commit to provide the full amount of the requested additional Revolving Loan Commitments and then offer portions of such increase and (b) additional Revolving Loan Commitments to the applicable Increased Facility Closing Date. Notwithstanding other Lenders or other financial institutions, subject to the foregoing, without the consent approval of the Required Lenders Administrative Agent (such consent approval not to be unreasonably withheld or delayed). Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Revolving Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Revolving Loan Commitments on the terms and conditions set forth herein, (i) the aggregate amount of the Revolving Loan Commitments may not shall be increased by an the amount greater than $500,000,000of the additional Revolving Loan Commitments agreed to be so provided, (ii) each increase effected pursuant to this paragraph the Pro Rata Shares of the respective Lenders in respect of the Revolving Loan Commitments shall be in a minimum amount of at least $5,000,000 and proportionally adjusted, (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate if necessary, at such time and in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The such manner as Company and Administrative Agent shall promptly give notice agree, the Lenders who have in their sole discretion agreed to all provide such additional Revolving Loan Commitments shall purchase and assume outstanding Loans and participations in outstanding Letters of Credit so as to cause the amount of such Loans and participations in Letters of Credit held by each Lender to conform to the respective percentages of the applicable Revolving Loan Commitments of the Lenders of as so adjusted, and (iv) Company shall execute and deliver any such increase. (ii) Any additional bank, financial institution Notes as any Lender may reasonably request or other entity which, amendments or modifications to this Agreement or any other Loan Document as Administrative Agent may reasonably request. In connection with the consent of the Borrower additional Revolving Loan Commitments provided for in this subsection 2.1A(iv), conforming amendments shall be made to this Agreement and the Administrative Agentother Loan Documents to reflect such additional Revolving Loans Commitments, elects including, without limitation, if applicable, conforming amendments: (i) to become a “Lender” under this Agreement provide for the additional Revolving Loans Commitments to share ratably in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 the other Loan Documents (including the accrued interest in respect thereof) with the other than Loans made under this Agreement, (ii) to Sections 1 and 2 to provide, among other things, for the additional Revolving Loan Commitments to share ratably with respect to the payment applicable Loans in the application of any fees or interest prior to the date such New Lender becomes a Lender). prepayments, and (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, include Lenders of the New Lender(s) and/or the Lender(s) that have increased their additional Revolving Loan Commitments shall make Loans, the proceeds in any determination of which will be used to prepay the Loans of other Lenders, so thatRequisite Lenders, after giving effect theretoRequisite Class Lenders and Pro Rata Share. Any such amendment shall become effective when executed by the Administrative Agent and each Lender providing such additional Revolving Loan Commitments. Notwithstanding anything in this Agreement expressed or implied to the contrary (including, without limitation in subsection 10.6), nothing herein shall be construed to require consent from Lenders that are not lenders of such additional Revolving Loan Commitments to the resulting Loans outstanding are allocated ratably among incurrence of the Lenders additional Revolving Loan Commitments in accordance compliance with Section 2.02 based on their respective unused Commitments after giving effect this subsection 2.1A(iv), and shall supersede any provisions in subsection 10.6 to such Increased Facility Closing Datethe contrary.

Additional Commitments. (ivii) The Borrower So long as the Additional Dollar Facility Revolving Loan Commitment Requirements are satisfied at the time of the delivery of the written notice referred to below, BFPH shall have the right at any time and any from time to time and upon at least 15 days prior written notice to the Administrative Agent, to request on one or more occasions that one or more Lenders (including New Lendersand/or one or more other Persons which will become Lenders as provided below) mayprovide Additional Dollar Facility Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement and consistent with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Additional Dollar Facility Revolving Loan Commitments so provided, make Dollar Facility Revolving Loans pursuant to Sections 1.01(c)(i) and 1.01(e)(i), it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Dollar Facility Revolving Loan Commitment as a result of any request by executing BFPH, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Dollar Facility Revolving Loan Commitment and delivering executed and delivered to the Administrative Agent an Increased Additional Dollar Facility Activation Notice specifying (aRevolving Loan Commitment Agreement in respect thereof as provided in Section 1.16(b) the amount of such increase and (by) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Lender shall not be obligated to fund any Dollar Facility Revolving Loans, or participate in any Dollar Facility Letters of Credit, in excess of the applicable Increased amounts provided for in Section 1.01(c)(i), 1.01(e)(i) and/or 2.03, as the case may be, before giving effect to such Additional Dollar Facility Closing Date. Notwithstanding Revolving Loan Commitments provided pursuant to this Section 1.16, (iii) any Lender (or, in the foregoingcircumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Dollar Facility Revolving Loan Commitment without the consent of any other Lender (other than, in the Required Lenders circumstances contemplated by clause (such consent not to be unreasonably withheld or delayedviii) below, the Administrative Agent, Chase and each Issuing Lender), (iiv) each provision of Additional Dollar Facility Revolving Loan Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Lenders)) of at least $25,000,000, (v) the aggregate amount of the all Additional Dollar Facility Revolving Loan Commitments may not permitted to be increased by an amount greater than $500,000,000, (ii) each increase effected provided pursuant to this paragraph Section 1.16 shall not exceed $50,000,000, (vi) the fees payable to any Lender providing an Additional Dollar Facility Revolving Loan Commitment shall be as set forth in the relevant Additional Dollar Facility Revolving Loan Commitment Agreement, (vii) if, after BFPH has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Dollar Facility Revolving Loan Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, BFPH has not received Additional Dollar Facility Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Dollar Facility Revolving Loan Commitments which BFPH desires to obtain pursuant to such request (as set forth in the notice provided by BFPH to the Administrative Agent as provided above), then BFPH may request Additional Dollar Facility Revolving Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Transferee in any respect than the terms offered to the Lenders, PROVIDED that any such Additional Dollar Facility Revolving Loan Commitments provided by any such Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $5,000,000 and 5,000,000, (iiiviii) no more than eight Increased Person (including any existing Lender and any Eligible Transferee which was not already a Lender) may provide an Additional Dollar Facility Closing Dates may be selected by the Borrower during the term Revolving Loan Commitment unless approved each of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Chase and each Issuing Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) , provided that such approval shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 not be bound by and entitled to the benefits of this Agreement (other than required with respect to the payment of any fees or interest prior to the date such New Additional Dollar Facility Revolving Loan Commitment assumed by an existing Non-Defaulting Lender becomes which already has a Lender). Revolving Loan Commitment (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after before giving effect to such Increased its Additional Dollar Facility Closing DateRevolving Loan Commitment assumed pursuant to this Section 1.16) and (ix) all actions taken by BFPH pursuant to this Section 1.16(a) shall be done in coordination with the Administrative Agent.

Additional Commitments. (ia) In the event that the Borrower wishes to increase the Commitments at any time when no Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrower and any one or more may offer to the existing Lenders (including New Lenders) mayand, with the consent of the Administrative Agent (such which consent shall not to be unreasonably withheld or delayedwithheld), at any time after one or more additional banks, financial institutions or other entities the Effective Date, agree that such Lenders shall obtain opportunity to participate in all or increase a portion of the amount of their Commitments by executing and delivering Proposed Increase Amount pursuant to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and Section 1.05(b). (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not Any Lender that accepts an offer to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected it by the Borrower during to increase its Commitment pursuant to Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with the term Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement. No Lender Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall have any obligation be deemed to participate in any be amended to so increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders the Commitment of any such increaseLender. (iic) Any additional bank, financial institution or other entity which, which the Borrower selects to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2G, whereupon such bank, financial institution or other entity (a herein called an “New Additional 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 (other than with respect Agreement, and Schedule 1.01 shall be deemed to be amended to add the payment name and Commitment of such Additional Lender; provided that the Commitment of any fees or interest prior to the date such New Additional Lender becomes a Lender)shall be in an amount not less than $5,000,000. (d) Notwithstanding anything to the contrary in this Section 1.05, (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $700,000,000 less the aggregate principal amount of Loans converted to Term Loans on the Current Termination Date, (ii) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (iii) On any increase of Commitments pursuant to this Section 1.05 shall be subject to the satisfaction of the conditions set forth in Section 5.02(a) (as modified as for extensions of credit made after the Closing Date) and Section 5.02(b) on the applicable Accordion Effective Date. (e) Subject to the terms and conditions hereof, each Increased Facility Closing Date with respect Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an “Accordion Lender”) shall, on the date upon which there are its Commitment or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans then outstandingto the Borrower, and the New Lender(s) and/or the Lender(s) that have increased their Commitments Borrower shall make Loans, the proceeds of which will be used deemed to prepay outstanding Loans that are not Term Loans owing to the Loans of Lenders other Lendersthan such Accordion Lender(s), so in amounts such that, after giving effect theretoto the making of such Loans by such Accordion Lender and the prepayment of such outstanding Loans owing to Lenders other than such Accordion Lender(s), the resulting aggregate principal amount of Loans outstanding that are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments not Term Loans owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Increased Facility Closing Accordion Lender(s)) of the aggregate amount of the Loans that are not Term Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e).

Additional Commitments. (ia) The Borrower and any one or more Lenders (including New Lenders) may, with Company shall have the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)right, at any time and from time to time, after the Effective DateDate and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, agree however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.27 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall obtain not exceed $500,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.27 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.27 below and (vii) all actions taken by the Account Party pursuant to this Section 2.27 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.27. (b) The effectiveness of Additional Commitments pursuant to this Section 2.27 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or increase Eligible Person, as the amount of their Commitments by executing case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivering delivered to the Administrative Agent an Increased Facility Activation Notice specifying Additional Commitment Agreement substantially in the form of Exhibit H or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (a) with the amount effectiveness of such increase Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent satisfaction of the Required Lenders (such consent not other conditions set forth in this Section 2.27 to be unreasonably withheld or delayed), (i) the aggregate amount reasonable satisfaction of the Commitments may not be increased by an amount greater than $500,000,000Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each increase effected pursuant respective beneficiary thereunder to this paragraph the respective Issuing Agent and shall be in a minimum amount either have been cancelled and/or exchanged for new or amended Several Letters of at least $5,000,000 Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) no more than eight Increased Facility Closing Dates may be selected by if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Borrower during the term of this Agreement. No Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have any obligation provided to participate in any increase the Company the appropriate documentation described in this paragraph unless it agrees Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in writing form and substance reasonably satisfactory to do so the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in its sole discretionthe opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly give notice notify each Lender as to all Lenders the occurrence of any each Additional Commitment Date, and (x) on each such increase. (ii) Any additional bankdate, financial institution or other entity whichthe Total Commitment under, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes of, this Agreement and to the same extent as if originally a party hereto and each other Credit Document shall be bound increased by and entitled to the benefits aggregate amount of this Agreement such Additional Commitments, (other than with respect to the payment of any fees or interest prior to the date y) on each such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstandingdate, the New Lender(sCommitment Schedule shall be deemed modified to reflect the revised Commitments of each affected Lender and (z) and/or on each such date, the Lender(s) that Company shall be deemed to have increased their Commitments shall make repaid and reborrowed all outstanding Loans (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the proceeds of which will be used to prepay the Loans of other LendersCompany, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with the requirements of Section 2.02 based 2.18). The deemed payments made pursuant to clause (z) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on their respective unused Commitments after giving effect the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to such Increased Facility Closing Dateindemnification by the Company pursuant to the provisions of Section 2.25 if the deemed payment occurs other than on the last day of the related Interest Periods.

Additional Commitments. (i) The Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not may from time to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering notice to the Administrative Agent an Increased Facility Activation Notice specifying Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (a) the amount no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such increase and additional Commitments, (b) the applicable Increased Facility Closing Date. Notwithstanding loans under such additional Commitments shall rank pari passu with the foregoing, without the consent of the Required Lenders (such consent not Loans to be unreasonably withheld or delayedmade pursuant to Section 2.1A(i), (ic) the aggregate amount representations and warranties in Section 5 shall be true and correct in all material respects prior to and after giving effect to such additional Commitments, or if such representation speaks as of an earlier 56 CREDIT AGREEMENT date, such earlier date, (d) the maturity date of any additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the maturity date of the existing Commitments may not be increased by an amount greater than $500,000,000(or any Other Credit Extensions constituting Commitments), (iie) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 terms (other than with respect to the payment pricing or maturity) of any fees or interest prior additional Commitments and the Loans to be made thereunder, to the date extent not consistent with the Commitments and the Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (f) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(iii) exceeds by more than 50 basis points the Revolving Loan Yield at such New Lender becomes a Lendertime (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(iii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”). (iii) On each Increased Facility Closing Date with respect to which there are Loans , then outstanding, the New Lender(s) Floor and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used Applicable Rate applicable to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments shall be increased such that after giving effect to such Increased Facility Closing Dateincreases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “Term SOFR adjustment” or “SOFR floor” being applicable to the additional Commitments, the “Term SOFR adjustment” or “SOFR floor”, respectively, applicable to the Loans shall be increased (or, in the event there is no “Term SOFR adjustment” or “SOFR floor” applicable to the Loans at such time, a “Term SOFR adjustment” or “SOFR floor” shall be added) to an amount not to exceed the “Term SOFR adjustment” or “SOFR floor” applicable to the additional Commitments prior to any increase in the Applicable Rate applicable to the Loans. Nothing contained in this Section 2.1A(iii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit or Swingline Loans so as to cause the amount of such Loans and/or participations in connection with Letters of Credit or Swingline Loans held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Borrower shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(iii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement among Holdings, U.S. Holdings, U.S. ▇▇▇▇▇, the Borrower, the Qualified Additional Lenders providing such additional Commitments and the Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrower incurs new Commitments under this Section 2.1A(iii), regardless of whether such Commitments are Other Credit Extensions, the Borrower shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrower may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments.

Additional Commitments. (ia) The Borrower and Notwithstanding anything to the contrary set forth herein (but subject to satisfaction (or waiver) of all conditions precedent set forth in Section 5), the parties hereby agree that at any time after the date hereof until the date which is three months after the Effective Date, any one or more Lenders or Additional Lenders (including New Lenderseach, an “Additional Revolving Facility Lender”) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased a duly executed Joinder in substantially the form attached as Exhibit B hereto, provide up to $25,000,000 (in the aggregate) in additional New Revolving Facility Activation Notice specifying (a) Commitments under the amount New Revolving Credit Facility. The parties hereto agree that, upon delivery of such increase Joinder in accordance with the immediately preceding sentence and satisfaction (or waiver) of all conditions precedent set forth in Section 5, including (without limitation), the proviso in Section 5(a)(v) (the “Additional Lender Effective Date”), any such Additional Revolving Facility Lender shall become a Revolving Facility Lender under the Restated Credit Agreement with a Revolving Facility Commitment (as defined in the Restated Credit Agreement) in dollars and in a principal amount set forth in the applicable Joinder, all as provided in the Restated Credit Agreement. (b) the applicable Increased Facility Closing On any Additional Lender Effective Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) this Restatement Agreement shall be deemed to be modified and supplemented to the aggregate amount of extent necessary to join the Commitments may not be increased by an amount greater than $500,000,000, applicable Additional Revolving Facility Lender as a party hereto and (ii) each increase effected pursuant to this paragraph of the applicable Additional Revolving Facility Lenders shall purchase from each of the other Revolving Facility Lenders, at the principal amount thereof, such interests in the Revolving Facility Loans outstanding on such Additional Lender Effective Date as shall be necessary in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so order that, after giving effect theretoto all such assignments and purchases, the resulting Revolving Facility Loans outstanding are allocated will be held by Revolving Facility Lenders ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Revolving Facility Closing DateCommitments.

Additional Commitments. Borrower shall have the right, at any time prior to the Initial Maturity Date, but in any case not more than three (3) times, to cause the Administrative Agent to increase the total Commitments up to $700,000,000, subject to the following: (a) Any request for increase in the total Commitments shall be by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent thirty (30) days prior to the date upon which the Borrower shall desire such increase to become effective, and shall set forth (1) the requested amount of the additional commitment (the “Additional Commitment Amount”), which Additional Commitment Amount shall be in the minimum amount of $25,000,000 and an integral multiple of $5,000,000 in excess thereof and (2) such details with respect thereto as are reasonably requested by the Administrative Agent. (b) The aggregate amount of the Lenders’ Commitments after giving effect to the Additional Commitment Amount shall not exceed $750,000,000. (c) Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this clause (c) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) The no Default or Event of Default being in existence at such time, (ii) the Borrower and any one or more issuing substitute Notes, (iii) the Accepting Lenders (including New Lenders) may, with the consent of paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Loans and LC Exposure matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Loan Parties, the Accepting Lenders and the Administrative Agent executing such consent other documents evidencing such adjustments in the Commitments and the Loans as shall be reasonably acceptable to the Loan Parties, the Accepting Lenders, the Administrative Agent and the Issuing Bank, (v) the Borrower paying the Administrative Agent for the account of each Accepting Lender such upfront fees as shall be agreed to by the Borrower and the Administrative Agent prior to the Administrative Agent commencing its efforts under this paragraph (c), (vi) the Borrower paying the Arranger such fees as shall be agreed to by the Borrower and the Arranger prior to the Administrative Agent commencing its efforts under this paragraph (c) and (vii) the Borrower paying all of the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing. (d) In the event that the Additional Commitment Amount is not achieved pursuant to paragraph (c) above, the Arranger shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange for additional lenders with Commitments aggregating up to the Additional Commitment Amount. The Arranger shall submit a list of additional proposed syndicate members to the Borrower for its review and approval, which approval shall not be unreasonably withheld or delayed). If any such proposed lenders are so approved by the Administrative Agent, the Issuing Bank and the Borrower, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at any time after such time, (ii) the Effective DateBorrower issuing substitute Notes to the new Lenders, agree that (iii) such new Lenders shall obtain or increase the amount of their Commitments by executing and delivering paying to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent on behalf of the Required Lenders (such consent not to be unreasonably withheld or delayed), (iother Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans and LC Exposure matches the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant ratio of its Commitment to this paragraph shall be in a minimum the aggregate amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower paying to the Lenders the amounts payable, if any, to such Increased Facility Closing DateLenders pursuant to Section 2.16 as a result of the prepayment of any such Loans, (v) the Loan Parties, the new Lenders and the Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Loans as shall be reasonably acceptable to the Borrower, the Administrative Agent and the Issuing Bank, (vi) the Borrower paying the Arranger for the account of each new lender such upfront fees as shall be agreed to by the Borrower and the Arranger prior to the Arranger commencing its efforts under this paragraph (d), (vii) the Borrower paying the Arranger such fees as shall be agreed to by the Borrower and the Arranger prior to the Arranger commencing its efforts under this paragraph (d) and (viii) the Borrower paying all of the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing. (e) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments and the Loans contemplated by this Section.

Additional Commitments. (ia) The Borrower So long as the Additional Commitment Requirements are satisfied at the time of the delivery of the written notice referred to below and on the respective Additional Commitment Date, Furniture Brands shall have the right, at any time and from time to time within one year following the Effective Date, and upon at least 15 days prior written notice to the Administrative Agent, to request on one or more occasions that one or more Lenders (including New Lendersand/or one or more other Persons which will become Lenders as provided below) may, provide Additional Commitments and subject to the applicable terms and conditions contained in this Agreement and consistent with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Additional Commitments by executing so provided, make Revolving Loans pursuant to Sections 1.01(a) and delivering 1.01(c) and purchase participations in Letters of Credit pursuant to Section 2.04, it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Commitment, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Increased Facility Activation Notice specifying (aAdditional Commitment Agreement in respect thereof as provided in Section 1.14(b) the amount of such increase and (by) such other conditions set forth in Section 1.14(b) shall have been satisfied, such Lender shall not be obligated to fund any Revolving Loans, or participate in any Letters of Credit, in excess of the applicable Increased Facility Closing Date. Notwithstanding amounts provided for in Section 1.01(a), 1.01(c) and/or 2.01(c), as the foregoingcase may be, before giving effect to such Additional Commitments provided pursuant to this Section 1.14, (iii) any Lender (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Commitment without the consent of any other Lender (other than, in the Required Lenders circumstances contemplated by clause (such consent not to be unreasonably withheld or delayedviii) below, the Administrative Agent and each Issuing Lender), (iiv) each provision of Additional Commitments on a given date pursuant to this Section 1.14 shall be in integral multiples (in the aggregate for all Lenders (including, in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Lenders)) of at least $5,000,000, (v) the aggregate amount of all Additional Commitments permitted to be provided pursuant to this Section 1.14 shall not exceed $70,000,000, (vi) the fees payable to any Lender providing an Additional Commitment shall be as set forth in the relevant Additional Commitment Agreement, (vii) if, after Furniture Brands has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Commitments pursuant to this Section 1.14 on the terms to be applicable thereto, Furniture Brands has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which Furniture Brands desires to obtain pursuant to such request (as set forth in the notice provided by Furniture Brands to the Administrative Agent as provided above), then Furniture Brands may request Additional Commitments from Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Transferee in any respect than the terms offered to the Lenders, provided that any such Additional Commitments provided by any such Eligible Transferee which is not already a Lender shall be in integral multiples (for such Eligible Transferee) of at least $1,000,000, (viii) no Person (including any existing Lender and any Eligible Transferee which was not already a Lender) may provide an Additional Commitment unless approved by each of the Administrative Agent and each Issuing Lender, provided that such approval shall not be increased required with respect to any Additional Commitment assumed by an amount greater than $500,000,000existing Non-Defaulting Lender, (ix) the interest rate applicable to Revolving Loans made pursuant to such Additional Commitments shall be the same as the interest rate applicable at such time to other Revolving Loans made pursuant to this Agreement and (x) all actions taken by Furniture Brands pursuant to this Section 1.14(a) shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.14, (i) Furniture Brands, the Administrative Agent and each such Lender or other Eligible Transferee (each, an "Additional Lender") which agrees to provide an Additional Commitment shall execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit I, subject to such modifications in form and substance satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Lender's Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions in this Section 1.14(b) to the satisfaction of the Administrative Agent), (ii) the Additional Commitment Requirements shall have been satisfied, (iii) Furniture Brands shall, in coordination with the Administrative Agent, repay all outstanding Revolving Loans of the Lenders, and incur new Revolving Loans from the Lenders, in each case so that the Lenders participate in each Borrowing of Revolving Loans pro rata on the basis of their respective Commitments (after giving effect to any increase effected in the Total Commitment pursuant to this paragraph shall be Section 1.14) and with the Borrowers being jointly and severally obligated to pay the respective Lenders the costs of the type referred to in a minimum amount of at least $5,000,000 Section 1.11 in connection with any such repayment and/or Borrowing and (iiiiv) no more than eight Increased Facility Closing Dates Furniture Brands shall deliver to the Administrative Agent an opinion, in form and substance satisfactory to the Administrative Agent, from counsel to Furniture Brands satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinion of counsel delivered to the Administrative Agent on the Effective Date pursuant to Section 5.03 and such other matters as the Administrative Agent may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionreasonably request. The Administrative Agent shall promptly give notice notify each Lender as to all Lenders the occurrence of any each Additional Commitment Date, and (w) on each such increase. (ii) Any additional bankdate, financial institution or other entity whichthe Total Commitment under, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and of, this Agreement shall be increased by the aggregate amount of such Additional Commitments, (x) on each such date Schedule I shall be deemed modified to reflect the revised Commitments of the affected Lenders, (y) upon surrender of any old Revolving Notes by the respective Lender (or, if lost, a standard lost note indemnity), to the same extent as if originally requested by any Lender, a party hereto and shall new Revolving Note will be bound by and entitled issued, at Furniture Brands' expense, to such Additional Lender, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the benefits extent needed to reflect the revised Commitment of this Agreement such Lender and (other than z) on such date with respect to the payment all outstanding Letters of any fees or interest prior Credit and all Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among participations by the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect such Letters of Credit and Unpaid Drawings to such Increased Facility Closing Datereflect the new Percentages of the Lenders.

Additional Commitments. Borrower shall have the right, no more than two (i2) The Borrower and any one or more Lenders (including New Lenders) may, with times during the consent term of the Loan, to request that Administrative Agent (such consent not permit additional Revolving Loan Commitments and/or Term Loan Commitments to be unreasonably withheld or delayedadded under the terms of this Agreement in excess of the Lenders’ then outstanding Revolving Loan Commitments and Term Loan Commitments in a minimum increment of at least Twenty Five Million Dollars ($25,000,000.00) in excess of the Lenders’ then outstanding Revolving Loan Commitments and Term Loan Commitments (the requested amount being, the “Additional Commitment Amount”), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering subject to the Administrative Agent an Increased Facility Activation Notice specifying following: (a) the The aggregate amount of such increase and the Lenders’ Commitments shall not exceed One Billion Dollars ($1,000,000,000.00). (b) Any such request shall be made by Borrower giving written notice (the applicable Increased Facility Closing Date“Additional Commitment Notice”) to Administrative Agent, which notice shall set forth such details with respect thereto as are reasonably requested by Administrative Agent, including, without limitation, whether the Additional Commitment Amount shall increase the then outstanding Revolving Loan Commitments or the then outstanding Term Loan Commitments. Notwithstanding Upon receipt of the foregoingAdditional Commitment Notice, Administrative Agent shall notify the then existing non-Defaulting Lenders of the terms of such Additional Commitment Notice and each such Lender’s pro rata share (in proportion to the Applicable Percentages of the non-Defaulting Lenders) of the proposed Additional Commitment Amount and whether such Additional Commitment Amount shall increase the then outstanding Revolving Loan Commitments or Term Loan Commitments. If any Lender rejects the offer to increase its respective Revolving Loan Commitments or Term Loan Commitments or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the non-Defaulting Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata in proportion to the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. No Defaulting Lender may accept any portion of any Additional Commitment Amount. Administrative Agent shall notify Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of the Required Lenders any other Lender, subject, however, to (i) no Default or Event of Default being in existence at such consent not to be unreasonably withheld or delayed)time, (iii) Borrower issuing additional or substitute Notes to the Accepting Lenders and reaffirming its obligations under the original Notes and Loan Documents, as amended pursuant to this Section 10.17, (iii) with respect to any Additional Commitment Amount that results in an increase in the Revolving Loan Commitments, the Accepting Lenders that have agreed to increase their respective Revolving Loan Commitments paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the Commitments may not be ratio of its increased by an amount greater than $500,000,000, (ii) each increase effected pursuant Revolving Commitment to this paragraph shall be in a minimum the aggregate amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Revolving Commitments after giving effect to such Increased Facility Closing DateAdditional Commitment Amount and, after giving effect to their receipt of such payment, the other Revolving Lenders’ pro rata shares of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Revolving Commitments to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount, (iv) Borrower, the Accepting Lenders and Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans (including, without limitation, modifications to the Security Documents) as shall be reasonably acceptable to Borrower, the Accepting Lenders and Administrative Agent and, if the Additional Commitment Amount involves an increase in the Revolving Loan Commitments, the Swingline Lender and the L/C Issuer, (v) the Guarantors executing and delivering reaffirmations of the Guaranties in form and substance reasonably satisfactory to Administrative Agent, (vi) Borrower paying all of Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing, (vii) Borrower paying to Administrative Agent such fees as are due pursuant to the Fee Letter, and (viii) the understanding that, with respect to any Additional Commitment Amount that results in an increase in the Term Loan Commitments, the only Term Loan Lenders that shall have any obligation to fund such Additional Commitment Amount shall be the Accepting Lenders that increase their Term Loan Commitments, which shall be several obligations of such Accepting Lenders and which funding shall be in proportion to the respective shares of such Additional Commitment Amount that such Accepting Lenders were allocated in response to the Additional Commitment Notice. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with clause (vii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.17 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the conditions set forth in Section 4.02 shall be satisfied, and (z) the REIT and Borrower shall be in pro forma compliance with the covenants set forth in Section 6.01 after giving effect to any Loans to be made on such date and the Additional Commitment Amount, and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall have received a certificate certifying as to the satisfaction of each of clauses (x), (y) and (z) dated such date (including calculations in reasonable detail showing pro forma compliance with the covenants in Section 6.01) and executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders when the Additional Commitment Amount becomes effective. Each of the REIT and Borrower agrees to take such further reasonable action as may reasonably be requested by Administrative Agent in connection with any request pursuant to this Section 10.17. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with clause (b) above, Borrower may designate one or more proposed lenders to Administrative Agent (and, if such Additional Commitment Amount would involve an increase in the Revolving Commitments, the Swingline Lender and the L/C Issuer) to become Lenders under this Agreement with respect to such balance of the Additional Commitment Amount, subject in each case to the prior consent by Administrative Agent (and, if such Additional Commitment Amount would involve an increase in the Revolving Commitments, the Swingline Lender and the L/C Issuer), which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Institution. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) Borrower issuing new Notes to the new Lenders and reaffirming its obligations under the original Notes and Loan Documents, as amended pursuant to this Section 10.17, (iii) with respect to any Additional Commitment Amount that results in an increase in the Revolving Loan Commitments, such New Lenders that have agreed to provide Revolving Loan Commitments and Accepting Lenders paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that such new Lender’s and, if applicable, Accepting Lenders’ respective pro rata shares of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their Revolving Commitments as so increased to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount and, after giving effect to their receipt of such payment, the other Revolving Lenders’ pro rata shares of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Revolving Commitments to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount, (iv) Borrower, the new Lenders, any Accepting Lenders (if applicable) and Administrative Agent executing such other documents evidencing the addition of the new Lenders as Lenders hereunder and the adjustment of the Commitments and the Loans (including, without limitation, modifications to the Security Documents) as shall be reasonably acceptable to Borrower, the new Lenders, the Accepting Lenders and Administrative Agent and, if the Additional Commitment Amount involves an increase in the Revolving Loan Commitments, the Swingline Lender and the L/C Issuer, (v) the Guarantors executing and delivering reaffirmations of the Guaranties in form and substance reasonably satisfactory to Administrative Agent, (vi) Borrower paying all of Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing, (vii) Borrower paying to the Joint Lead Arrangers, the Sole Bookrunner, the new Lenders and the Accepting Lenders such fees as are due in connection with the Additional Commitment Amount and (viii) the understanding that, with respect to any Additional Commitment Amount that results in an increase in the Term Loan Commitments, the only Term Loan Lenders that shall have any obligation to fund such Additional Commitment Amount shall be the new Lenders that have been approved pursuant to this Section 10.17(c) and any Accepting Lenders that are Term Loan Lenders, which shall be several obligations of such new Lenders and Accepting Lenders and which funding shall be in proportion to the respective shares of such Additional Commitment Amount that such new Lender and Accepting Lenders were allocated in response to the Additional Commitment Notice. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with clause (vii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.17 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the conditions set forth in Section 4.02 shall be satisfied, and (z) the REIT and Borrower shall be in pro forma compliance with the covenants set forth in Section 6.01 after giving effect to any Loans to be made on such date and the Additional Commitment Amount, and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall have received a certificate certifying as to the satisfaction of each of clauses (x), (y) and (z) dated such date (including calculations in reasonable detail showing pro forma compliance with the covenants in Section 6.01) and executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders when the Additional Commitment Amount becomes effective. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments and the Loans, the addition of new Lenders and the other matters contemplated by this Section.

Additional Commitments. (ia) The Borrower and any one or more Lenders (including New Lenders) may, with Company shall have the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)right, at any time and from time to time, after the Effective DateDate and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, agree however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall obtain not exceed $700,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or increase Eligible Person, as the amount of their Commitments by executing case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivering delivered to the Administrative Agent an Increased Facility Activation Notice specifying Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (a) with the amount effectiveness of such increase Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent satisfaction of the Required Lenders (such consent not other conditions set forth in this Section 2.16 to be unreasonably withheld or delayed), (i) the aggregate amount reasonable satisfaction of the Commitments may not be increased by an amount greater than $500,000,000Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each increase effected pursuant respective beneficiary thereunder to this paragraph the respective Issuing Agent and shall be in a minimum amount either have been cancelled and/or exchanged for new or amended Several Letters of at least $5,000,000 Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) no more than eight Increased Facility Closing Dates may be selected by if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Borrower during the term of this Agreement. No Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have any obligation provided to participate in any increase the Company the appropriate documentation described in this paragraph unless it agrees Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in writing form and substance reasonably satisfactory to do so the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in its sole discretionthe opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly give notice notify each Lender as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all Lenders purposes of, this Agreement and each other Credit Document shall be increased by the aggregate amount of any such increaseAdditional Commitments and (y) on each such date, the Commitment Schedule shall be deemed modified to reflect the revised Commitments of each affected Lender.” (h) Section 3.01 of the Credit Agreement is hereby amended to insert the word “Significant” immediately prior to the word “Subsidiaries” appearing therein. (iii) Any additional bank, financial institution or other entity which, with the consent Section 3.04 of the Borrower and Credit Agreement is hereby amended to insert the Administrative Agent, elects to become a word “LenderSignificant” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a immediately following the phrase “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 best knowledge of the benefits Company or any of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender)its” appearing therein. (iiij) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, Section 3.08 of the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders Credit Agreement is hereby amended and restated in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.its entirety as follows:

Additional Commitments. (i) The Borrower may at any time, upon prior written notice by the Borrower to the Administrative Agent, increase the Commitments by up to $75,000,000 with additional Commitments from any existing Lender or new Commitments from any other Person selected by the Borrower and any one or more Lenders (including New Lenders) may, with the consent of approved by the Administrative Agent (such consent which approval shall not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), ; provided that: (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each any such increase effected pursuant to this paragraph shall be in a minimum principal amount of at least $5,000,000 and in integral multiples of $5,000,000 in excess thereof; (ii) no Default shall be continuing at the time of any such increase; (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No existing Lender shall have be under any obligation to participate increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; and (iv) any increase new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent (but no consent from any existing Lender (other than any consent described in this paragraph unless it agrees (iii) above from any Lender that is increasing its Commitment) shall be necessary in writing connection with the exercise of the Borrower’s rights hereunder). In connection with any such increase in the Commitments, (x) Schedule I (Commitments) shall be revised by the Administrative Agent to do so in its sole discretion. The reflect the new Commitments and shall be distributed to the Lenders and (y) the Administrative Agent shall promptly give notice to notify the Lenders and the Borrower, on or before 1:00 p.m., (New York time), on the day following the date of the effectiveness of such increase, and shall record in the Register all Lenders applicable additional information in respect thereof. On the date of any such increase. increase in the Commitments, each Lender or Eligible Assignee participating therein shall be deemed to purchase (ii) Any additional bank, financial institution or other entity whichat par, with Credit Agreement Orbital Sciences Corporation payment to be made by each participating Lender or Eligible Assignee to the consent Administrative Agent for the account of the Borrower existing Lenders) and the Administrative Agentassume from each existing Lender having Revolving Loans and participations in Letters of Credit and Swing Loans outstanding on such Commitment increase date, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (eachwithout recourse or warranty, a “New Lender Supplement”)an undivided interest and participation, substantially in the form of Exhibit B-2, 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 of such Lender’s applicable percentage of the benefits of this Agreement new Commitments (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Dateincrease), in the aggregate outstanding Revolving Loans and participations in Letters of Credit and Swing Loans, so as to ensure that, on such Commitment increase date after giving effect to such increase, each Lender is owed only its applicable percentage of the Revolving Loans and participations in Letters of Credit and Swing Loans outstanding on such Commitment increase date.

Additional Commitments. (a) Schedule 1 hereto sets forth the Additional Commitment of each Additional Lender as of the Assumption Effective Date (as defined below). The Additional Commitment of each Additional Lender shall be several and not joint. (b) The Additional Commitments and the Revolving Loans and other extensions of credit made thereunder shall have the same terms as those applicable to the Commitments and the Revolving Loans and other extensions of credit made thereunder, respectively. With effect from the Assumption Effective Date, the Additional Lenders shall constitute “Qualified Additional Lenders”, “Revolving Loan Lenders” and “Lenders”, the Additional Commitments shall constitute “Commitments” and the loans made thereunder shall constitute “Revolving Loans” (and not Other Credit Extensions), in each case for all purposes of the Credit Agreement and the other Loan Documents. (i) The Borrower Upon the effectiveness of the Additional Commitments, each Revolving Loan Lender immediately prior to such effectiveness will automatically and any one or more Lenders without further act be deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Loan Lender’s participations under the Credit Agreement in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations under the Credit Agreement in Letters of Credit and (y) participations under the Credit Agreement in Swing Line Loans held by each Revolving Loan Lender (including New Lenderseach such Additional Lender) maywill equal such Lender’s Pro Rata Share and (ii) if, with on the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Assumption Effective Date, agree there are any Revolving Loans outstanding, such Revolving Loans shall, upon the effectiveness of the Additional Commitments, be prepaid from the proceeds of new Revolving Loans made under the Credit Agreement, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Loan Lender in accordance with Section 2.4 of the Credit Agreement. (d) Holdings and the Co-Borrowers hereby appoint Deutsche Bank AG New York Branch (“Deutsche Bank”) as an Issuing Bank with respect to any Letter of Credit that may be issued by such Lenders shall obtain or increase Person after the amount of their Commitments by executing Assumption Effective Date, and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of Deutsche Bank hereby accepts such increase and (b) the applicable Increased Facility Closing Dateappointment. Notwithstanding the foregoingforegoing or anything to the contrary contained herein or in the Credit Agreement, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph neither Credit Suisse AG nor Deutsche Bank shall be in a minimum amount obligated to issue or modify any Letter of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bankCredit if, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, immediately after giving effect thereto, the resulting Loans outstanding are allocated ratably among Letter of Credit Usage of all Letters of Credit issued by such Person and its Affiliates would exceed (i) $45,000,000, in the Lenders case of Credit Suisse AG or (ii) $40,000,000, in accordance with Section 2.02 based the case of Deutsche Bank (the “Issuing Bank Sublimits”). Without limiting the foregoing and without affecting the limitations in the Credit Agreement on their respective unused Commitments after giving effect aggregate Letter of Credit Usage, it is understood and agreed that a Co-Borrower may from time to time request that an Issuing Bank exceed its individual Issuing Bank Sublimit, and each Issuing Bank agrees to consider any such Increased Facility Closing request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of the other Issuing Bank (subject to the limitations in the Credit Agreement on aggregate Letter of Credit Usage). (e) The Co-Borrowers hereby agree to pay to each Additional Lender, through the Administrative Agent, in immediately available funds, an upfront fee (the “Upfront Fee”) equal to 1.0% of each Additional Lender’s Additional Commitment, as set forth in Schedule 1 hereto, on the Assumption Effective Date. Once paid, the Upfront Fee shall not be refundable under any circumstances.

Additional Commitments. At any time prior to the Maturity Date, the Borrower shall have the right, exercisable no more than four (4) times, to request that the Administrative Agent obtain additional Term Loan Commitments and/or Revolving Credit Commitments in excess of the Lenders’ then outstanding Term Loan Commitments and/or Revolving Credit Commitments in a minimum increment of at least Twenty-Five Million Dollars ($25,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the requested amount being, the “Additional Commitment Amount”), subject to the following: (a) The aggregate amount of the Lenders’ Commitments shall not exceed One Billion Three Hundred Million Dollars ($1,300,000,000). (b) Any such request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent prior to the Maturity Date, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender does not accept in writing within ten (10) Business Days the offer to increase its respective Commitment, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not accept in writing its pro rata share of the Additional Commitment Amount within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) The no Default being in existence at such time, (ii) the Borrower and any one or more issuing substitute Notes to the Accepting Lenders in accordance with Section 2.09(f) if so requested by them, (including New Lendersiii) may, with the consent of Accepting Lenders paying to the Administrative Agent (such consent not on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be unreasonably withheld necessary so that each Accepting Lender’s pro rata share of outstanding Loans matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower certifying that the representations and warranties of the Borrower Parties set forth herein (as updated from time to time in accordance with this Agreement) and in the other Loan Documents are true and correct in all material respects on and as of the date of the increase (except if any such representation or delayedwarranty is expressly stated to have been made as of a specific date, as of such specific date), at any time after (v) the Effective DateBorrower Parties, agree that the Accepting Lenders and the Administrative Agent executing such Lenders other documents evidencing such adjustments in the Commitments and the Loans as shall obtain or increase be reasonably acceptable to the amount Borrower, the Accepting Lenders, the Administrative Agent, (vi) the Borrower paying the Administrative Agent for the account of their Commitments each Accepting Lender such upfront fees as shall be agreed to by executing the Borrower, (vii) the Borrower paying the Arranger such fees, if any, as shall be agreed to by the Borrower and delivering the Arranger prior to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and commencing its efforts under this paragraph (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (iviii) the aggregate amount Borrower paying all of the Commitments may not be increased by an amount greater than $500,000,000Administrative Agent’s reasonable and documented, (ii) each increase effected pursuant to this paragraph shall be out-of-pocket, expenses in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by connection with the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionforegoing. The Administrative Agent shall promptly give notice pay to all the applicable Lenders their share of any such increasepayments received from the Accepting Lenders in accordance with the immediately preceding sentence. (iic) Any Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount, the Borrower may designate one or more proposed lenders to the Administrative Agent to become Lenders under this Agreement with respect to such balance of the Additional Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless the Administrative Agent consents thereto which consent shall not be unreasonably withheld, conditioned or delayed), subject in each case to the prior approval of the Administrative Agent, which approvals shall not be unreasonably withheld, conditioned or delayed so long as such proposed lenders are not Ineligible Institutions. If such proposed lenders are so approved, such lenders shall become additional bank, financial institution or other entity which, Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default being in existence at the time of increase, (ii) the Borrower issuing substitute Notes to the new Lenders in accordance with Section 2.09(f), (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower Parties, the new Lenders and the Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Loans, as shall be reasonably acceptable to the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement and (v) the Borrower paying all of the Administrative Agent’s reasonable, and documented, out-of-pocket expenses in connection with any transaction described in Section 2.01(b)(i) the foregoing. The Administrative Agent shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and promptly pay to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment applicable Lenders their share of any fees or interest prior to the date payments received from such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the new Lenders in accordance with the immediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into Modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments and Loans, the addition of new Lenders and the other matters contemplated by this Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date9.14.

Additional Commitments. At any time following the date hereof, the Borrower may by written notice to the Administrative Agent elect to request an increase to the existing Class B Revolving Facility Commitments (iany such increase, the “Additional Revolving Facility Commitments”) and/or the Class B Term Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”), by an amount not in excess of, when aggregated with the amount of Permitted Notes issued in reliance on Section 6.01(w)(i), the sum of (x) $400.0 million plus (y) $300.4 million which was exercised on the date hereof, in the aggregate or a lesser amount in integral multiples of $10.0 million. For the avoidance of doubt, $400.0 million of such amount shall be available as of the date hereof after giving effect to this Agreement. Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days (or, in the case of the exercise on the date hereof, one (1) Business Day) after the date on which such notice is delivered to the Administrative Agent and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term Loan Lender (in the case of Additional Term Loan Commitments) the right to increase its Class B Revolving Facility Commitment and/or Class B Term Loan Commitment, as applicable, on a pro rata basis. The Borrower and any one shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender, Term Loan Lender or more Lenders (including New Lenders) may, with the consent of other financial institution reasonably acceptable to the Administrative Agent (such consent not each, an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) to be unreasonably withheld or delayed), at any time after whom the Effective Date, agree that such Lenders shall obtain or increase Additional Commitments have been (in accordance with the amount of their Commitments by executing prior sentence) allocated and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount amounts of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent allocations; provided that any Lender approached to provide all or a portion of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Additional Commitments may not be increased by an amount greater than $500,000,000elect or decline, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion, to provide an Additional Commitment. The Administrative Agent Such Additional Commitments shall promptly give notice to all Lenders become effective as of any such increase. (ii) Any additional bankIncreased Amount Date, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form case of Exhibit B-2Additional Term Loan Commitments, whereupon such bank, financial institution or other entity Additional Term Loans in respect hereof (a “New LenderAdditional Term Loans”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and be made on such Increased Amount Date; provided that (1) no Default or Event of Default shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees exist on such Increased Amount Date before or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Additional Commitments and Loans; (2) such increase in the Class B Revolving Facility Closing DateCommitments and/or the Class B Term Loan Commitments shall be evidenced by one or more joinder agreements executed and delivered to the Administrative Agent by each Additional Lender, as applicable, and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.17(e); and (3) the Borrower shall make any payments required pursuant to Section 2.16 in connection with the provisions of the Additional Commitments.

Additional Commitments. (ia) The Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments may by executing and delivering written notice to the Administrative Agent an Increased Facility Activation Notice specifying elect to seek commitments (a“Additional Commitments”) to increase the aggregate principal amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent any existing Class of the Required Lenders (such consent not Loans or to be unreasonably withheld establish one or delayed), more new Classes of Loans; provided that: (i) the aggregate amount of all Additional Commitments shall not exceed the Commitments may not be increased by an amount greater than $500,000,000, Incremental Cap; (ii) each any such increase effected pursuant to this paragraph or any new Class shall be in a minimum an aggregate amount of at least $5,000,000 and 10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i); (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No existing Lender shall have be required to provide any obligation to participate Additional Commitments; (iv) each of the conditions set forth in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent Section 4.02 shall promptly give notice to all Lenders be satisfied; (v) the final maturity date of any such increase.Additional Loans shall be no earlier than the Latest Maturity Date; (iivi) Any additional bank, financial institution the Additional Loans shall have a Weighted Average Life to Maturity equal to or other entity which, with greater than the consent then remaining Weighted Average Life to Maturity of each Class of Loans outstanding prior to such proposed incurrence of Additional Loans (the “Outstanding Loans”); (vii) the interest margins for the Additional Loans shall be determined by the Borrower and the Lenders of such Additional Loans; provided that in the event that the All-in-Yield for any Additional Loans is greater than the All-in-Yield for Outstanding Loans by more than 50 basis points, then the Applicable Rate for the Outstanding Loans shall be increased to the extent necessary so that the All-in-Yield for such Additional Loans is not more than 50 basis points higher than the All-in-Yield for Outstanding Loans, except that if the Adjusted LIBO Rate floor on the Additional Loans is higher than 75 basis points (and the Alternate Base Rate floor is higher than 175 basis points), the applicable interest rate floor on the Outstanding Loans may be increased up to the applicable interest rate floor on the Additional Loans and such increase in interest rate floor shall be counted as increase in the Applicable Rate for purposes of the foregoing; (viii) no Additional Loans shall be guaranteed by any Person that is not a Guarantor or secured by any asset that is not Collateral; (ix) any Additional Loans shall share on a pro rata basis in any voluntary and mandatory prepayments with the Outstanding Loans or, if agreed to by the lenders of Additional Loans, on a less than pro rata basis (but in no event on a greater than pro rata basis); (x) the Additional Credit Extension Amendment with respect to any Class of Additional Loans may provide for (A) (x) additional or more restrictive covenants that benefit only the Lenders of such Class that apply only after the Latest Maturity Date (before giving effect to the Additional Loans of such Class) or (y) additional or more restrictive covenants that benefit all Lenders or (B) (x) prepayment premium as set forth in Section 2.11(h) for a period ending concurrently with the period applicable to the Initial Loans or (y) prepayment premium that benefits all Lenders equally; and (xi) any Additional Loans and Additional Commitments shall be pursuant to documentation applicable to the Outstanding Loans and on terms to be determined; provided that, to the extent such terms are not consistent with the Outstanding Loans (except to the extent permitted by clause (v), (vi), (vii), (ix) or (x) above), they shall be reasonably satisfactory to the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i. (b) Each such notice shall execute a New Lender Supplement specify (x) the date (each, a an “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New LenderAdditional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall become be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the proposed Additional Lenders (each of which shall be an Eligible Assignee (for this purpose treating a Lender for all purposes of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the same extent as if originally a party hereto and effectiveness of any Additional Commitments, the Borrower shall be bound by and entitled deliver to the benefits Administrative Agent a certificate dated as of this Agreement (other than with respect to the payment Additional Commitments Effective Date signed by a Responsible Officer of any fees or interest prior to the date such New Lender becomes a Lender)Borrower certifying that the conditions in Section 4.02 are satisfied. (iiic) On each Increased Facility Closing Additional Commitments Effective Date with respect to which there are Loans then outstandingany Additional Commitment, each Person with an Additional Commitment shall make an Additional Loan to the New Lender(sBorrower in a principal amount equal to such Person’s Additional Commitment. (d) and/or the Lender(s) that have increased their The Additional Commitments shall make Loansbe documented by an Additional Credit Extension Amendment executed by the Persons providing the Additional Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the proceeds Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of which will be used the Administrative Agent and the Borrower, to prepay effect the Loans provisions of other Lenders, so that, after giving effect thereto, this Section 2.22. (e) This Section 2.22 shall supersede any provisions in Section 2.18 or Section 9.02 to the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Datecontrary.

Additional Commitments. (i) The Borrower At any time and any from time to time on and after the Effective Date and prior to the Final Maturity Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (including New Lendersin the case of an existing Lender) mayor assume a Commitment (in the case of any other lending institution) and, with in the consent sole discretion of the Administrative Agent (each such consent not Lender or other institution, any such Lender or other institution may agree to be unreasonably withheld or delayed), at any time after the Effective Date, agree so commit; provided that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount no Default or Event of the Commitments may not be increased by an amount greater than $500,000,000Default then exists, (ii) each the increase effected in the Total Commitment pursuant to this paragraph any such request shall be in a minimum an aggregate amount of at least $5,000,000 9,000,000 and (iii) no more than eight Increased Facility Closing Dates may the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $75,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such Lender's Commitment to be selected by effective on the Borrower during Business Day following delivery of such Commitment Assumption Agreement to the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionAdministrative Agent). The Administrative Agent shall promptly give notice notify each Lender as to all the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, in conformity with the consent requirements of Section 1.06. Notwithstanding anything to the Borrower and the Administrative Agentcontrary contained in this Agreement, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially increase in the form of Exhibit B-2Total Commitment pursuant to this Section 1.16, whereupon such bankeach Borrower shall, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes in coordination with the Administrative Agent and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstandingLenders, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that, after giving effect thereto, that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on basis of their respective unused Commitments (after giving effect to such Increased Facility Closing Dateany increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be for the account of the respective Borrowers.

Additional Commitments. Borrower shall have the right, at any time prior to the Initial Maturity Date, but in any case not more than three (i3) times, to cause the Administrative Agent to increase the total Commitments up to $750,000,000, subject to the following: (a) Any request for increase in the total Commitments shall be by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent ten (10) days (or such shorter period as the Administrative Agent may accept in its reasonable discretion) prior to the date upon which the Borrower shall desire such increase to become effective, and shall set forth (1) the requested amount of the additional commitment (the “Additional Commitment Amount”), which Additional Commitment Amount shall be in the minimum amount of $25,000,000 and an integral multiple of $5,000,000 in excess thereof and (2) such details with respect thereto as are reasonably requested by the Administrative Agent. (b) The Borrower and any one or more Lenders aggregate amount of the Lenders’ Commitments after giving effect to the Additional Commitment Amount shall not exceed $750,000,000. (including New Lendersc) may[reserved] (d) Upon receipt of the Additional Commitment Notice, the Arrangers shall use commercially reasonable efforts, with the consent assistance of the Administrative Agent (such consent Borrower, to arrange for additional lenders with Commitments aggregating up to the Additional Commitment Amount. The Arrangers shall submit a list of additional proposed syndicate members to the Borrower for its review and approval, which approval shall not to be unreasonably withheld or delayed; provided that the foregoing shall not be deemed to prohibit the Borrower for submitting to the Arrangers a list of additional proposed syndicate members for their review. If any proposed lenders are approved by the Administrative Agent, the Issuing Bank, the Swingline Lender and the Borrower (such approval, in each case, not to be unreasonably withheld, delayed or conditioned) (it being acknowledged that any existing Lender (other than any Defaulting Lender) shall not require further approval hereunder), at any time after such lenders shall become additional Lenders under this Agreement (or, in the Effective Date, agree that such case of existing Lenders shall obtain or who are willing to increase the amount of their Commitments hereunder, continue as Lenders under this Agreement) in accordance with their respective Commitments at the time such Commitments become effective under this Agreement without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) to the extent any Note is requested by executing any new or existing Lender, the Borrower issuing such Note to such Lender, (iii) such new and delivering existing Lenders paying to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent on behalf of the Required Lenders (such consent not to be unreasonably withheld or delayed), (iother Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each such Lender’s pro rata share of outstanding Loans and LC Exposure matches the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant ratio of its Commitment to this paragraph shall be in a minimum the aggregate amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower paying to the existing Lenders the amounts payable, if any, to such Increased Facility Closing Dateexisting Lenders pursuant to Section 2.16 as a result of the prepayment of any such Loans, (v) the Loan Parties, the new and existing Lenders and the Administrative Agent executing such other documents evidencing the addition of new Lenders hereunder and the adjustment of the Commitments and Loans as shall be reasonably acceptable to the Borrower, the Administrative Agent and the Issuing Bank, (vi) the Borrower paying the Arrangers for the account of each new Lender and each existing Lender that is increasing its Commitment such upfront fees, if any, as shall be agreed to by the Borrower and such Lender (or the Arrangers on behalf of such Lender), (vii) the Borrower paying the Arrangers such fees, if any, as shall be agreed to by the Borrower and the Arrangers prior to the Arrangers commencing their efforts under this paragraph (d) and (viii) the Borrower paying all of the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing. (e) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments and the Loans contemplated by this Section

Additional Commitments. (i) The Borrower and any one or more Lenders (including New Lenders) may, with shall have the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), right at any time and from time to time on or after the Second Amendment Effective Date, to agree that such Lenders shall obtain or with any Lender upon an increase in the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount Commitment of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not Lender or to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become add as a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, new Commitment another financial institution or other entity (a each such Lender or other financial institution or entity, an “New Additional Commitment Lender,” and each such Commitment, an “Additional Commitment”), provided that the aggregate amount of the Additional Commitments obtained on or after the Second Amendment Effective Date shall not exceed $250,000,000 and the aggregate amount of the Extended Commitments (including any Additional Commitments) shall become not at any time exceed $1,000,000,000. Each Additional Commitment shall be an Extended Commitment of the Additional Commitment Lender in the full amount thereof, as such amount may be (a) reduced from time to time pursuant to Section 2.07 and (b) as to any Additional Lender or assignee thereof, reduced or increased from time to time pursuant to assignments by or to it pursuant to Section 9.04. Upon any Additional Commitment becoming effective, the Borrower shall borrow such Revolving Loans thereunder and make such prepayments of the other Revolving Loans as may be required in order to make the outstanding Revolving Loans under such Additional Commitment ratable with the Revolving Loans outstanding under the other Commitments, all in a manner as reasonably determined by the Administrative Agent in consultation with the Borrower and the relevant Additional Commitment Lender, it being understood that such determinations may modify and supersede other provisions hereof as to requirements for notice, minimum amounts, Interest Periods and other similar items, but any required prepayments shall in any event be subject to Section 2.15. The terms applicable to any Additional Commitment and the Revolving Loans hereunder shall be the same terms as are applicable to the Extended Commitments and the Extended Revolving Loans. Each Additional Commitment Lender shall enter into documentation reasonably satisfactory to the Borrower and the Administrative Agent to evidence and provide for its Additional Commitment. Any Additional Commitment Lender which is not a Lender for all purposes and shall be reasonably satisfactory to the same extent as if originally a party hereto and shall be bound by and entitled to Administrative Agent. In connection with any Additional Commitment Lender made after the benefits of this Agreement (other than Second Amendment Effective Date the Borrower may pay the relevant Additional Commitment Lender, directly or through the Administrative Agent, such fees with respect to the payment of any fees or interest prior to the date thereto as it may agree with such New Lender becomes a Additional Commitment Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (a) So long as the Additional Loan ---------------------- Commitment Requirements are satisfied at the time of the delivery of the written notice referred to below, the Borrower shall have the right at any time and from time to time and upon at least 30 days prior written notice to the Administrative Agent, to request on one or more occasions that one or more Banks (and/or one or more other Persons which will become Banks as provided below) provide: (I) Tranche B Term Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Tranche B Term Loan Commitment Agreement, make Tranche B Term Loans pursuant thereto, it being understood and agreed, however, that (i) The Borrower no Bank shall be obligated to provide a Tranche B Term Loan Commitment as a result of any request by the Borrower, (ii) until such time, if any, as (x) such Bank has agreed in its sole discretion to provide a Tranche B Term Loan Commitment and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing executed and delivering delivered to the Administrative Agent an Increased Facility Activation Notice specifying a Tranche B Term Loan Commitment Agreement in respect thereof as provided in Section 1.14(b) below and (ay) the amount of other conditions set forth in Section 1.14(b) shall have been satisfied, such increase and Bank shall not be obligated to fund any Tranche B Term Loans, (biii) any Bank (or, in the applicable Increased Facility Closing Date. Notwithstanding the foregoingcircumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Transferee) may so provide a Tranche B Term Loan Commitment without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed)any other Bank, (iiv) each provision of Tranche B Term Loan Commitments pursuant to this Section 1.14 on a given date, and the amount of each Tranche B Term Loan Sub-Facility, shall be in a minimum aggregate amount (for all Banks (including, in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Banks)) of at least $20,000,000, (v) the aggregate amount of the all Tranche B Term Loan Commitments may not permitted to be increased by an amount greater than $500,000,000, (ii) each increase effected provided pursuant to this paragraph Section 1.14 and the aggregate principal amount of Tranche B Term Loans permitted to be made pursuant to Section 1.01(e) shall not, in either case, when added to the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 1.14, exceed $100,000,000, (vi) the up-front fees payable in respect of the Tranche B Term Loan Commitments and Tranche B Term Loans under a Tranche B Term Loan Sub-Facility shall be as set forth in the Tranche B Term Loan Commitment Agreement for such Tranche B Term Loan Sub- Facility, (vii) if, after the Borrower has requested the then existing Banks (other than Defaulting Banks) to provide Tranche B Term Loan Commitments pursuant to this Section 1.14 on the terms to be applicable to the respective Tranche B Term Loan Sub-Facility, the Borrower has not received Tranche B Term Loan Commitments in an aggregate amount equal to that amount of Tranche B Term Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided above), then the Borrower may request Tranche B Term Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Transferee in any respect than the terms offered to the Banks, provided -------- that any such Tranche B Term Loan Commitments provided by any such Eligible Transferee which is not already a Bank shall be in a minimum amount (for such Eligible Transferee) of at least $5,000,000 5,000,000, and (viii) all actions taken by the Borrower pursuant to this Section 1.14(a)(I) shall be done in coordination with the Administrative Agent; and/or (II) Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Revolving Loan Commitment Agreement, make Revolving Loans pursuant to Section 1.01(b), it being understood and agreed, however, that (i) no Bank shall be obligated to provide an Additional Revolving Loan Commitment as a result of any request by the Borrower, (ii) until such time, if any, as (x) such Bank has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in Section 1.14(c) and (y) such other conditions set forth in Section 1.14(c) shall have been satisfied, such Bank shall not be obligated to fund any Revolving Loans, or participate in any Letters of Credit, in excess of the amounts provided for in Section 1.01(b) or 2.03, as the case may be, before giving effect to such Additional Revolving Loan Commitments provided pursuant to this Section 1.14, (iii) no more any Bank (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Revolving Loan Commitment without the consent of any other Bank, (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 1.14 shall be in a minimum aggregate amount (for all Banks (including, in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Banks)) of at least $20,000,000, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 1.14, when added to the aggregate amount of all Tranche B Term Loan Commitments permitted to be provided pursuant to this Section 1.14 or the aggregate principal amount of Tranche B Term Loans permitted to be made pursuant to Section 1.01(e), shall not, in either case, exceed $100,000,000, (vi) the fees payable to any Bank providing an relevant Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the Borrower has requested the then existing Banks (other than eight Increased Facility Closing Dates may Defaulting Banks) to provide Additional Revolving Loan Commitments pursuant to this Section 1.14 on the terms to be selected applicable thereto, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower during to the term Administrative Agent as provided above), then the Borrower may request Additional Revolving Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Transferee in any respect than the terms offered to the Banks, provided that any such Additional Revolving Loan Commitments -------- provided by any such Eligible Transferee which is not already a Bank shall be in a minimum amount (for such Eligible Transferee) of at least $5,000,000, and (viii) all actions taken by the Borrower pursuant to this Agreement. No Lender Section 1.14(a)(II) shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Tranche B Term Loan Commitments pursuant to this Section 1.14, (i) the Borrower, the Administrative Agent and each such Bank or other Eligible Transferee (each, a "Tranche B Term Loan Bank") which agrees to provide a Tranche B Term Loan Commitment shall execute and deliver to the Administrative Agent a Tranche B Term Loan Commitment Agreement substantially in the form of Exhibit O-1, subject to such modifications in form and substance satisfactory to the Administrative Agent as may be necessary or appropriate in the case of any Tranche B Term Loan Sub-Facility (with the effectiveness of such Tranche B Term Loan Bank's Tranche B Term Loan Commitment to occur upon delivery of such Tranche B Term Loan Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions in this Section 1.14(b) to the satisfaction of the Administrative Agent), (ii) if the proceeds of the Tranche B Term Loans of the respective Tranche B Term Loan Sub-Facility are to be utilized to finance a Permitted Acquisition on the respective Tranche B Term Loan Commitment Date, the Borrower shall deliver to the Administrative Agent the officer's certificate required to be delivered pursuant to Section 8.14(a)(x) in connection with such Permitted Acquisition , (iii) the Additional Loan Commitment Requirements shall have any obligation been satisfied and (iv) the Borrower shall deliver to participate the Administrative Agent an opinion, in any increase described form and substance satisfactory to the Agents, from counsel to the Borrower satisfactory to the Agents and dated such date, covering such matters similar to those set forth in this paragraph unless it agrees in writing the opinion of counsel delivered to do so in its sole discretionthe Administrative Agent on the Initial Borrowing Date pursuant to Section 5.03 and such other matters as the Agents may reasonably request. The Administrative Agent shall promptly give notice notify each Bank as to all Lenders the occurrence of any each Tranche B Term Loan Commitment Date, and (x) on each such increasedate Schedule I shall be deemed modified to reflect the Tranche B Term Loan Commitments of such Tranche B Term Loan Banks and (y) to the extent requested by such Tranche B Term Loan Banks, Tranche B Term Notes will be issued, at the Borrower's expense, to such Tranche B Term Loan Banks, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the new Tranche B Term Loan Commitments. (iic) Any additional bankAt the time of any provision of Additional Revolving Loan Commitments pursuant to this Section 1.14, financial institution (i) the Borrower, the Administrative Agent and each such Bank or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement Eligible Transferee (each, an "Additional Revolving Loan Bank") which agrees to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent a “New Lender Supplement”), Revolving Loan Commitment Agreement substantially in the form of Exhibit B-2O-2, whereupon subject to such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes modifications in form and substance satisfactory to the same extent Administrative Agent as if originally a party hereto and shall may be bound by and entitled necessary or appropriate (with the effectiveness of such Additional Revolving Loan Bank's Additional Revolving Loan Commitment to occur upon delivery of such Revolving Loan Commitment Agreement to the benefits of this Agreement (other than with respect to Administrative Agent, the payment of any fees or interest prior required in connection therewith and the satisfaction of the other conditions in this Section 1.14(c) to the date satisfaction of the Administrative Agent), (ii) if the proceeds of the Revolving Loans to be incurred pursuant to such New Lender becomes Additional Revolving Loan Commitment are to be utilized to finance a Lender). Permitted Acquisition on the respective Additional Revolving Loan Commitment Date, the Borrower shall deliver to the Administrative Agent the officer's certificate required to be delivered pursuant to Section 8.14(a)(x) in connection with such proposed Permitted Acquisition, (iii) On each Increased Facility Closing Date the Additional Loan Commitment Requirements shall have been satisfied, (iv) the Borrower shall, in coordination with respect to which there are Loans then outstandingthe Administrative Agent, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the repay all outstanding Revolving Loans of the ▇▇ ▇▇▇▇▇, and incur additional Revolving Loans from other Lenders, ▇▇ ▇▇▇▇▇ in each case so that, after giving effect thereto, that the resulting ▇▇ ▇▇▇▇▇ participate in each Borrowing of Revolving Loans outstanding are allocated ratably among pro rata on the Lenders in accordance with Section 2.02 based on basis of their respective unused Revolving Loan Commitments (after giving effect to any increase in the Total Revolving Loan Commitment pursuant to this Section 1.14) and with the Borrower being obligated to pay the respective ▇▇ ▇▇▇▇▇ the costs of the type referred to in Section 1.11 in connection with any such Increased Facility Closing repayment and/or Borrowing and (v) the Borrower shall deliver to the Administrative Agent an opinion, in form and substance satisfactory to the Agents, from counsel to the Borrower satisfactory to the Agents and dated such date, covering such matters similar to those set forth in the opinion of counsel delivered to the Administrative Agent on the Initial Borrowing Date pursuant to Section 5.03 and such other matters as the Agents may reasonably request. The Administrative Agent shall promptly notify each Bank as to the occurrence of each Additional Revolving Loan Commitment Date, and (w) on each such date, the Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Loan Commitments, (x) on each such date Schedule I shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Banks, (y) upon surrender of any old Revolving Notes by the respective Additional Revolving Loan Bank (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the Borrower), to the extent requested by any Additional Revolving Loan Bank, a new Revolving Note will be issued, at the Borrower's expense, to such Additional Revolving Loan Bank, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the revised Revolving Loan Commitment of such Bank and (z) on such date with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations by the Banks in such Letters of Credit and Unpaid Drawings to reflect the new RL Percentages of the Banks.

Additional Commitments. (i) At any time following the Fourth Amendment Effective Date, the Borrower may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “Additional Revolving Facility Commitments”) and/or the Term B Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”). Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term B Loan Lender (in the case of Additional Term Loan Commitments) the right to increase its Revolving Facility Commitment and/or Term B Loan Commitment, as applicable, on a pro rata basis. The Borrower and any one shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender, Term B Loan Lender or more Lenders (including New Lenders) may, with the consent of other financial institution reasonably acceptable to the Administrative Agent (such consent not each, an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) to be unreasonably withheld or delayed), at any time after whom the Effective Date, agree that such Lenders shall obtain or increase Additional Commitments have been (in accordance with the amount of their Commitments by executing prior sentence) allocated and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount amounts of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent allocations; provided that any Lender approached to provide all or a portion of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Additional Commitments may not be increased by an amount greater than $500,000,000elect or decline, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice , to all Lenders of any such increaseprovide an Additional Commitment. (ii) Any additional bankSuch Additional Commitments shall become effective as of such Increased Amount Date, financial institution and in the case of Additional Term Loan Commitments, such Additional Term Loans in respect hereof (“Additional Term Loans”) shall be made on such Increased Amount Date; provided that (1) no Default or other entity which, with Event of Default shall exist on such Increased Amount Date before or after giving effect to such Additional Commitments and Loans; (2) after giving effect thereto on a Pro Forma Basis as if such incurrence had occurred on the consent first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), the Borrower shall be in compliance with Sections 6.10, 6.11 and 6.15, if and as applicable on such Increased Amount Date (and if Section 6.10 shall not be applicable at such time, the Administrative Agent, elects Interest Coverage Ratio shall not be less than 2.00:1.00); and (3) the Borrower shall make any payments required pursuant to become a “Lender” under this Agreement Section 2.16 in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form provisions of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender)Additional Commitments. (iii) On each Increased The sum of the outstanding Additional Revolving Facility Closing Date with respect to which there are Loans then outstanding, Commitments and the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make principal amount outstanding of Additional Term Loans, when aggregated with the proceeds principal amount outstanding of which will Permitted Notes, shall not exceed $400 million plus the Revolving Facility Commitment Capacity; provided that the Revolving Facility Commitment Capacity shall be used to prepay utilized only for Additional Revolving Facility Commitments; provided, further, that this limitation shall be increased by (x) $750 million if, at the Loans time of other Lenders, so thatsuch increase, after giving effect theretoon a Pro Forma Basis to Additional Revolving Facility Commitments (other than Additional Revolving Facility Commitments utilizing Revolving Facility Commitment Capacity) as if they were fully drawn on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), and to the incurrence of Additional Term Loans and Permitted Notes as if such incurrence had occurred on such day, the resulting Loans outstanding are allocated ratably among Gross Senior Secured Leverage Ratio shall not be in excess of 2.00 to 1.00 and (y) an additional $750 million if, at the Lenders in accordance with Section 2.02 based on their respective unused Commitments time of such increase, after giving effect on a Pro Forma Basis to Additional Revolving Facility Commitments (other than Additional Revolving Facility Commitments utilizing Revolving Facility Commitment Capacity) as if they were fully drawn on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), and to the incurrence of Additional Term Loans and Permitted Notes as if such Increased Facility Closing Dateincurrence had occurred on such day, the Gross Senior Secured Leverage Ratio shall not be in excess of 1.00 to 1.00. (iv) The all-in-yield of any Additional Term Loans shall be as provided in the joinder agreement pursuant to which such Additional Term Loans are established (it being understood that the “all-in-yield” shall be determined after taking into account original issue discount, assuming a four-year average life, fees, other than bona fide arrangement, underwriting, structuring or similar fees not generally shared with the applicable Lenders, and interest margin and, if the LIBO Rate in respect of any Additional Term Loans includes an interest rate floor greater than the LIBO Rate then applicable to the existing Term B Loans, such interest rate floor shall be equated to interest margin). In the event that the all-in-yield for any Additional Term Loans is greater than the all-in-yield for the Term B Loans (or other term loan previously established as an Additional Term Loan hereunder) by greater than 50 basis points, then the all-in-yield for the Term B Loans (or other term loan previously established as an Additional Term Loan hereunder) will be increased such that after giving effect thereto the all-in-yield for the Term B Loans (or other term loan established as an Additional Term Loan hereunder) plus 50 basis points is equal to the all-in-yield for the Additional Term Loans.

Additional Commitments. (ia) The Borrower and Company may at any time confirm that one or more Lenders or any other bank(s) (including New Lenderseach an Accordion Lender) may, with the consent of the Administrative Agent (such consent not has agreed to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their commit Additional Commitments by executing and delivering an Additional Commitment Notice to the Administrative Agent an Increased Facility Activation Agent. (b) Each Additional Commitment Notice specifying is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each Accordion Lender named therein and it specifies: (ai) the date on which the Additional Commitments are confirmed; (ii) the amount of such increase and the Additional Commitments; and (biii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent amount of the Required Lenders Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (such consent c) By countersigning the Additional Commitment Notice: (i) each Accordion L▇▇▇▇▇ agrees to commit the Additional Commitments set out against its name; and (ii) each Accordion Lender which is not already a Lender, agrees to become a party to this Agreement as a Lender. (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional Commitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be unreasonably withheld or delayed), effective on: (i) the aggregate amount execution by the Agent of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase.Additional Commitment Notice; and (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects in relation to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New an Accordion Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become which is not 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 (other than with respect to the payment of any fees or interest immediately prior to the date such New relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Accordion Lender. The Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender becomes a Lender)upon being so satisfied. (iiif) On each Increased Facility Closing No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date with respect to which there are Loans then outstandingunder that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the New Lender(s) and/or the Lender(s) that have increased their Commitments Agent shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among inform the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to of such Increased Facility Closing Datereceipt.

Additional Commitments. On or after the Closing Date, if no Default shall have occurred and be continuing at such time, the Borrower may, if it so elects, increase the aggregate amount of the Tranche A Commitments and the Tranche B Commitments (each tranche expressed in Australian Dollars), either by designating a Person not theretofore a Bank to become a Bank or by agreeing with an existing Bank that such Bank’s Tranche A Commitment and/or Tranche B Commitment shall be increased (which increase by any such existing Bank shall be at such existing Bank’s sole discretion). Upon execution and delivery by the Borrower and such Bank or other Person of an instrument of assumption in form reasonably satisfactory to the Facility Agent, such existing Bank shall have a Tranche A Commitment and/or Tranche B Commitment as therein set forth, or such other Person shall become a Bank with a Tranche A Commitment and/or Tranche B Commitment as therein set forth and all the rights and obligations of a Bank with such a Tranche A Commitment and/or Tranche B Commitment hereunder; provided that (i) The the Borrower and any one or more Lenders (including New Lenders) may, with the consent shall provide prompt notice of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying Agent, which shall promptly notify the other Banks and (aii) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoingincrease, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) together with all other increases in the aggregate amount of the Tranche A Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected and the Tranche B Commitments pursuant to this paragraph shall be in a minimum Section 2.1(c), does not exceed an aggregate amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this AgreementA$1,000,000,000. No Lender shall have any obligation to participate in Upon any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent aggregate amount of the Borrower and the Administrative Agent, elects Tranche A Commitments pursuant to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”2.1(c), substantially in at the form end of Exhibit B-2, 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 (other than then current Interest Period with respect to the payment each Group of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Tranche A Loans then outstanding, the New Lender(s) and/or Borrower shall prepay such Group in its entirety, and, to the Lender(s) that have increased their Commitments shall make Loansextent the Borrower elects to do so and subject to the conditions specified in Article III, the proceeds of which will be used Borrower shall then reborrow Tranche A Loans from the Tranche A Banks in proportion to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Tranche A Commitments after giving effect to such Increased Facility Closing Dateincrease, until such time as all outstanding Tranche A Loans are held by the Tranche A Banks in such proportion. Upon any increase in the aggregate amount of the Tranche B Commitments pursuant to this Section 2.1(c), at the end of the then current Interest Period with respect to each Group of Tranche B Loans then outstanding, the Borrower shall prepay such Group in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article III, the Borrower shall then reborrow Tranche B Loans from the Tranche B Banks in proportion to their respective Tranche B Commitments after giving effect to such increase, until such time as all outstanding Tranche B Loans are held by the Tranche B Banks in such proportion.

Additional Commitments. (ia) The Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)as provided in this Section 11.21, at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering the Total Commitment up to an aggregate principal amount of Two Hundred Twenty-Five Million Dollars ($225,000,000). Such increase shall be in an amount of at least Five Million ($5,000,000) or integral multiples thereof. After the effective date of such increase, the Banks' obligations under this Agreement shall be based on the Total Commitment, after giving effect to such increase. (b) In order to increase the amount of the Total Commitment, Borrower shall deliver to the Administrative Agent an Increased Facility Activation Notice specifying Additional Commitment and Acceptance in substantially the form of Exhibit L executed by the Borrower and a financial institution that wishes to become a Bank hereunder. Such financial institution must satisfy the requirements applicable to an Eligible Assignee and must confirm to and agree with each other party hereto as follows: (i) such financial institution confirms that it has received a copy of the Loan Documents, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Additional Commitment and Acceptance; (ii) such financial institution will, independently and without reliance upon the Administrative Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (iii) such financial institution confirms that it is an Eligible Assignee; (iv) such financial institution appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (v) such financial institution agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank. (c) Within five days of its receipt of an Additional Commitment and Acceptance satisfying the requirements of subsection (a) of this Section 11.21 executed by Borrower and a financial institution representing that it is an Eligible Assignee, together with a processing and recordation fee of $3,500 with respect thereto, Administrative Agent shall, if such Additional Commitment and Acceptance has been completed and is in substantially the amount form of Exhibit L hereto, (1) accept such increase Additional Commitment and Acceptance and (b2) record the applicable Increased Facility Closing Dateinformation contained therein in the Register. Notwithstanding Administrative Agent shall maintain a copy of each Additional Commitment and Acceptance delivered to and accepted by it. The additional Commitment shall become effective on the foregoing, without first date after the consent acceptance thereof by the Administrative Agent on which all Eurodollar Loans are simultaneously converted to Loans of another type or Interest Period pursuant to Section 2.8 of the Required Lenders (such consent not to be unreasonably withheld or delayed)Credit Agreement, (i) provided that if no Eurodollar Loans are outstanding on the aggregate amount date of acceptance by Administrative Agent, the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph effective date shall be in a minimum amount the date of at least $5,000,000 and acceptance by Administrative Agent. (iiid) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice thereafter notify each of the other Banks of the increase in the Total Commitments; provided that the failure of the Administrative Agent to all Lenders so notify the other Banks shall not affect in any manner the validity of any such increasethe increase in the amount of the Total Commitment. (iie) Any On the effective date of each additional bankCommitment, the financial institution or other entity whichbecoming a Bank on such date shall pay to the Administrative Agent an amount equal to such Bank's Percentage of all Eurodollar Loans being converted pursuant to Section 2.8 and of all Reference Rate Loans outstanding on the effective date, with the consent of the Borrower and the Administrative Agent, elects Agent shall promptly distribute to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in each of the form other Banks its share of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and payment to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits reduce each of this Agreement (other than with respect to the payment such Bank's pro rata share of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so thatto its Percentage, after giving effect thereto, to the resulting Loans outstanding are allocated ratably among Commitment of the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Datenew Bank.

Additional Commitments. (i) The Borrowers, acting through the Borrower Representative, shall have the right from time to time to request an increase in the Commitment by up to $100,000,000 in the aggregate for all such requests, subject to each Lender’s receipt of all internal credit approvals and any one or more Lenders (including New Lenders) may, with the consent satisfaction of the Administrative Agent following terms and conditions: (such consent not to a) Any request for increase in the total Commitments shall be unreasonably withheld or delayed), at any time after by the Effective Date, agree that such Lenders shall obtain or increase Borrower Representative giving written notice (the amount of their Commitments by executing and delivering “Additional Commitment Notice”) to the Administrative Agent an Increased Facility Activation Notice specifying at least forty-five (a45) days prior to the date upon which the Borrowers shall desire such increase to become effective, and shall set forth (1) the requested amount of the additional commitment (the “Additional Commitment Amount”), which Additional Commitment Amount shall be in the minimum amount of $5,000,000 and an integral multiple of $1,000,000 in excess thereof and (2) such increase and details with respect thereto as are reasonably requested by the Administrative Agent; provided that the Borrower Representative may not deliver more than two (2) Additional Commitment Notices in any twelve (12) month period. (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the The aggregate amount of the Lenders’ Commitments (without regard to any reduction thereof) after giving effect to the Additional Commitment Amount shall not exceed $300,000,000. (c) Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each, an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not be increased respond, in their sole and absolute discretion, to a request by an amount greater than $500,000,000, (ii) each increase effected the Administrative Agent pursuant to this paragraph clause (c) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall deemed to have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionrejected such offer. The Administrative Agent shall promptly give notice notify the Borrower Representative of all acceptances and rejections with respect to all the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrowers, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default and no Event of Default being in existence before or after such increase. , (ii) Any additional bank, financial institution or other entity which, with the consent Accepting Lenders paying to the Administrative Agent (on behalf of the Borrower other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Loans matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iii) the Borrowers, the Accepting Lenders and the Administrative Agent (on behalf of the Lenders) executing and delivering such other documents evidencing such adjustments in the Commitments and the Loans as shall be reasonably acceptable to the Borrowers, the Loan Parties, the Accepting Lenders and the Administrative Agent, elects (iv) the Borrowers paying, jointly and severally, an upsizing fee to the Accepting Lenders, in an amount to be determined at such time by the Borrower, the Administrative Agent and the Accepting Lenders in good faith and such fee to be paid on the date of such increase, based upon the incremental upsized amount, and to be non-refundable once paid, and (v) the Borrowers paying, jointly and severally, all of the Administrative Agent’s reasonable and documented out-of-pocket expenses as well as any negotiated Administrative Agent fee in connection with the foregoing. (d) In the event that the Additional Commitment Amount is not achieved pursuant to paragraph (c) above, the Administrative Agent shall use commercially reasonable efforts, with the assistance of the Borrowers, to arrange for additional lenders with Commitments aggregating up to the Additional Commitment Amount. The Administrative Agent shall submit a list of additional proposed syndicate members to the Borrower Representative for its review and approval. If any such proposed lenders are so approved by the Borrower Representative, such lenders shall become a “Lender” additional Lenders under this Agreement in connection accordance with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in their respective Commitments without the form of Exhibit B-2, 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 (other than with respect to the payment consent of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, subject, however, to (i) no Default and no Event of Default being in existence at such time, (ii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that, after giving effect thereto, that each new Lender’s pro rata share of outstanding Loans matches the resulting Loans outstanding are allocated ratably among ratio of its Commitment to the Lenders in accordance with Section 2.02 based on their respective unused aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iii) the Borrowers paying, jointly and severally, to the Lenders the amounts payable, if any, to such Increased Facility Closing DateLenders pursuant to Section 2.16 as a result of the prepayment of any such Loans, (iv) the Borrowers, the new Lenders and the Administrative Agent (on behalf of the Lenders) executing such other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Loans as shall be reasonably acceptable to the Borrowers and the Administrative Agent, and (iv) the Borrowers paying, jointly and severally, all of the Administrative Agent’s reasonable and documented out-of-pocket expenses as well as any negotiated Administrative Agent fee in connection with the foregoing. (e) No Additional Commitment Amount may be extended unless and until the Administrative Agent shall have received (i) an updated pipeline of Eligible Projects that the Borrowers plan to acquire, (ii) an updated financial model of the Borrowers giving effect to the acquisition of such Eligible Projects in the acquisition pipeline on a pro forma basis, (iii) the Borrower Representative providing to the Administrative Agent and the Lenders an updated feasibility study prepared or updated not more than two (2) months prior to the date of such Additional Commitment Notice, and including such Eligible Projects in the acquisition pipeline, which study evaluates the leasing market risk for such Eligible Projects, and (iv) evidence acceptable to the Administrative Agent in its reasonable discretion that such Eligible Projects in the acquisition pipeline have received all necessary Issuer approvals, TEFRA Approvals and all Form 8038 and Tax Certificates shall have been completed, executed and delivered, in each case in reasonable detail and in form and substance reasonably satisfactory to the Administrative Agent. (f) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Borrowers and the Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments and the Loans contemplated by this Section.

Additional Commitments. The Co-Borrowers may from time to time after the Restatement Effective Date, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (i) The Borrower no Default or Event of Default shall have occurred and any one be continuing or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (would occur after giving effect to such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000additional Commitments, (ii) each increase effected the loans under such additional Commitments shall rank pari passu with the Loans to be made pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and Section 2.1A(i), (iii) no more than eight Increased Facility Closing Dates may the representations and warranties in Section 5 shall be selected by true and correct in all material respects prior to and after giving effect to such additional Commitments, (iv) the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders maturity date of any such increase. (ii) Any additional bankCommitments shall be no earlier than, financial institution or other entity whichand no scheduled mandatory commitment reduction shall be required prior to, with the consent maturity date of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with existing Commitments (or any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”Other Credit Extensions constituting Commitments), substantially in (v) the form of Exhibit B-2, 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 terms (other than with respect to the payment pricing or maturity) of any fees or interest prior additional Commitments and the Loans to be made thereunder, to the date extent not consistent with the Commitments and the Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (vi) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(iii) exceeds by more than 50 basis points the Revolving Loan Yield at such New Lender becomes a Lendertime (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(iii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”). (iii) On each Increased Facility Closing Date with respect to which there are Loans , then outstanding, the New Lender(s) “LIBOR floor” and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used Applicable Margin applicable to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments shall be increased such that after giving effect to such Increased Facility Closing Dateincreases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Loans at such time, a “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(iii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Co-Borrowers shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(iii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement among Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. ▇▇▇▇▇, the Borrowers, the Qualified Additional Lenders providing such additional Revolving Commitments and the Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrowers incur new Commitments under this Section 2.1A(iii), regardless of whether such Commitments are Other Credit Extensions, the Borrowers shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrowers may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender, to amend the Loan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(iii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans, Canadian Prime Rate Loans, CDOR Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(iii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. Subject to the terms and conditions hereof and of the Unit Subscription Agreement: (a) Each Member listed on Schedule II with a dollar amount set forth under column (2) opposite such Member’s name (each, a “Committed Member”) agrees to make, upon the issuance of Capital Calls meeting the requirements of this Article 5, additional cash Capital Contributions (“Commitment Contributions”) in an amount not to exceed in aggregate the amount set forth opposite the name of such Committed Member under column (2) on Schedule II (the “Additional Commitment” of such Committed Member) in exchange for Series A-2 Preferred Units. The amount, at a particular time, by which a Committed Member’s Additional Commitment exceeds the total amount of the Commitment Contributions previously made by such Committed Member pursuant to this Article 5 shall be the “Remaining Commitment” of such Committed Member at such time. For the avoidance of doubt, in no event shall any Member’s Additional Commitment or Remaining Commitment be increased without such Member’s prior written consent and in no event shall any Member be obligated at any time to make Capital Contributions in excess of its Remaining Commitment as of the time of such Capital Call less any amounts required to be funded pursuant to then outstanding Capital Calls. (b) The Management Committed Members shall have the option to increase their Additional Commitments in accordance with this Section 5.2(a). During the 31-day period beginning on December 1 and ending on December 31 of each of the years 2008, 2009 and 2010 (each such 31-day period a “Management Committed Member Exercise Period”), each Management Committed Member shall have the right, but not the obligation (a “Management Committed Member Option”), by delivery of written notice to the Company prior to the expiration of such Management Committed Member Exercise Period, to increase his Additional Commitment by the amount specified in such notice provided that the aggregate amount specified in all notices delivered by such Management Committed Member pursuant to this Section 5.2(a) shall not exceed 100% of such Management Committed Member’s Total Commitment as of the Effective Date and shall not exceed the Remaining Commitment of Warburg Pincus X as of the end of the applicable 31-day period. The delivery of a notice of election under this Section 5.2(a) by a Management Committed Member shall constitute an irrevocable commitment to fund such increased Additional Commitment. Upon receipt by the Company from a Management Committed Member of a timely delivered and properly executed notice of election, the Additional Commitment of such Management Committed Member shall be increased dollar-for-dollar by the amount specified in such notice and the Additional Commitment of Warburg Pincus X shall be decreased dollar-for-dollar (which decrease shall be allocated pro rata between the entities comprising Warburg Pincus X) by the amount specified in such notice. If a Management Committed Member exercises a Management Committed Member Option pursuant to this Section 5.2(a), the first Capital Call following exercise of such a Management Committed Member Option shall be apportioned so that after such Management Committed Member makes the Commitment Contributions required by it pursuant to the Call Notice related to such Capital Call (i) The Borrower and any one or more Lenders the quotient (including New Lendersexpressed as a percentage) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments obtained by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying dividing (a) the total amount of Commitment Contributions such increase and Management Committed Member will have funded immediately after such Capital Call by (b) the applicable Increased Facility Closing Datetotal amount of Commitment Contributions all Committed Members will have funded immediately after such Capital Call will be equal to (ii) the quotient (expressed as a percentage) obtained by dividing (x) such Management Committed Member’s Total Commitment (calculated by including the increase in such Management Committed Member’s Additional Commitment as a result of the exercise of such Management Committed Member Option) by (y) the aggregate Total Commitments of all Committed Members. Notwithstanding the foregoing, without the consent Board, in its sole discretion, shall be entitled, by delivery of written notice to the Management Committed Members on or prior to the December 1 of each Management Committed Member Exercise Period, to postpone the Management Committed Members’ right to exercise of any Management Committed Member Option for a period not to exceed 150 days from the expiration of the Required Lenders (Management Committed Member Exercise Period if the Company is contemplating any material transaction, such consent not notice to be unreasonably withheld or delayedinclude a general explanation of the reason for such postponement. Following the expiration of any such postponement period, each Management Committed Member shall have the right to exercise his postponed Management Committed Member Option in accordance with this Section 5.2(a), provided that the Management Committed Member Exercise Period for such Management Committed Member Option shall begin on the first day after the expiration of such postponement period and shall end on the 31st day after the expiration of such postponement period. All increases and decreases in Additional Commitments made pursuant to this Section 5.2(a) shall be effective as of the expiration date of the applicable Management Committed Member Exercise Period (giving effect to any postponement of a Management Committed Member Option). (c) In connection with any adjustment to the Additional Commitments of the Committed Members in connection with the reallocation of Future Series A-2 Preferred Units to employees of the Company or its Subsidiaries (including members of the Management Team) or non-employee Managers of the Company (each such employee or Manager, a “Reallocated Committed Member”) pursuant to Section 3.1 of the Unit Subscription Agreement, the Board, in its sole discretion, may elect to apportion the first Capital Call following such adjustment in a manner such that after such Reallocated Committed Member makes the Commitment Contributions required by it pursuant to the Call Notice related to such Capital Call (i) the aggregate quotient (expressed as a percentage) obtained by dividing (a) the total amount of Commitment Contributions such Reallocated Committed Member will have funded immediately after such Capital Call by (b) the Commitments may not total amount of Commitment Contributions all Committed Members will have funded immediately after such Capital Call will be increased by an amount greater than $500,000,000, equal to (ii) each increase effected pursuant to this paragraph shall be in the quotient (expressed as a minimum amount percentage) obtained by dividing (x) such Reallocated Committed Member’s Total Commitment by (y) the aggregate Total Commitments of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increaseCommitted Members. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (i) The At any time prior to the Maturity Date, Borrower and any one or more Lenders (including New Lenders) mayTime Warner, with the consent of acting together, may from time to time, by written notice to the Administrative Agent (which shall promptly deliver a copy to the Lenders) executed by Borrower and Time Warner and one or more financial institutions that qualify as Eligible Assignees (any such consent financial institution, which may include any Lender, referred to in this Section as an “Incremental Facility Lender”) add one new tranche of term facilities by requesting new term loan commitments to be added (any such new tranche an “Incremental Facility” and any loans made pursuant to an Incremental Facility, “Incremental Loans”) in an amount for each Incremental Lender (which shall not be less than $5,000,000) set forth in such notice and in aggregate principal amount not to exceed the lesser of (x) $261,034,000 and (y) the then outstanding amount of the 2015 Notes; provided that (i) no Lender shall have any obligation to provide any Incremental Loans pursuant to this Section, (ii) the proceeds of the Incremental Loans shall only be used for CME to repay the principal of the 2015 Notes, (iii) each Incremental Facility Lender, if not already a Lender hereunder, shall be reasonably satisfactory to the Administrative Agent (which approval shall not be unreasonably withheld or delayedwithheld), at any time after the Effective Date(iv) each Incremental Facility Lender, agree that such Lenders if not already a Lender hereunder, shall obtain or increase the amount of their Commitments become a party to this Agreement by executing completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent, Borrower and Time Warner (an Increased Facility Activation Notice specifying “Accession Agreement”), (av) no Default or Event of Default has occurred and is continuing, (vi) the amount of such increase interest rate applicable to any Incremental Facility will bear an interest rate acceptable to the Incremental Facility Lenders, Borrower and Time Warner, and (bvii) the applicable Increased Facility Closing Datematurity date with respect to any Incremental Loans shall be November 1, 2019. Notwithstanding Upon the foregoing, without the consent effectiveness of the Required Lenders (such consent not any Accession Agreement to be unreasonably withheld or delayed)which any Incremental Lender is a party, (i) the aggregate amount such Incremental Facility Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of the Commitments may not be increased by an amount greater than $500,000,000, a Lender hereunder and (ii) each increase effected Schedule 2.01 shall be deemed to have been amended to reflect the additional Commitment of such Incremental Lender as provided in such Accession Agreement. Incremental Loans may be made hereunder pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and an amendment or restatement (iiian “Incremental Facility Amendment”) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Agreement and, as appropriate, the other Credit Documents, executed by Borrower, Guarantor and, as appropriate, the Subsidiary Guarantors, each Incremental Facility Lender shall have any obligation to participate participating in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders such tranche of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower Incremental Loans and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (ia) In the event that the Borrowers wish to increase the Commitments at any time when no Event of Default has occurred and is continuing, they shall notify the Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrower and any one or more Borrowers may offer to the existing Lenders (including New Lenders) mayand, with the consent of the Administrative Agent (such which consent shall not to be unreasonably withheld or delayedwithheld), at any time after one or more additional banks, financial institutions or other entities the Effective Date, agree that such Lenders shall obtain opportunity to participate in all or increase a portion of the amount of their Commitments by executing and delivering Proposed Increase Amount pursuant to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and Section 1.05(b). (b) Any Lender that accepts an offer to it by the applicable Increased Facility Closing Date. Notwithstanding Borrowers to increase its Commitment pursuant to Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the foregoingAdministrative Agent, without substantially in the consent form of Exhibit F, whereupon such Lender shall be bound by and entitled to the Required Lenders (such consent not benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be unreasonably withheld or delayed), (i) amended to so increase the aggregate amount Commitment of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increaseLender. (iic) Any additional bank, financial institution or other entity which, which the Borrowers select to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with the consent of the each Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2G, whereupon such bank, financial institution or other entity (a herein called an “New Additional 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 (other than with respect Agreement, and Schedule 1.01 shall be deemed to be amended to add the payment name and Commitment of such Additional Lender; provided that the Commitment of any fees or interest prior to the date such New Additional Lender becomes a Lender)shall be in an amount not less than $5,000,000. (d) Notwithstanding anything to the contrary in this Section 1.05, (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $2,000,000,000, (ii) in no event shall the aggregate principal amount of Loans owed by any Borrower exceed such Borrower’s Sublimit, (iii) On no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (iv) any increase of Commitments pursuant to this Section 1.05 shall be subject to the satisfaction of the conditions set forth in Section 5.02(a) (as modified as for extensions of credit made after the Closing Date) and Section 5.02(b) on the applicable Accordion Effective Date. (e) Subject to the terms and conditions hereof, each Increased Facility Closing Date with respect Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an “Accordion Lender”) shall, on the date upon which there are its Commitment or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans then outstandingto each Borrower, and each Borrower shall prepay outstanding Loans owing to the New Lenders other than such Accordion Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans), the proceeds of which will be used to prepay the Loans of other Lenders, so in amounts such that, after giving effect theretoto the making of such Loans by such Accordion Lender and the prepayment of outstanding Loans owing to Lenders other than such Accordion Lender(s), the resulting aggregate principal amount of Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Increased Facility Closing Accordion Lender(s)) of the aggregate amount of the Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, each Borrower shall pay to the Administrative Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e). (f) At the time the Borrowers submit a Commitment Increase Notice, they shall advise the Lenders of the proposed new Sublimits.

Additional Commitments. (i) At any time following the Fourth Amendment Effective Date, the Borrower may by written notice to the Administrative Agent elect to request an increase to any existing Class of Revolving Facility Commitments (any such increase, the “Additional Revolving Facility Commitments”) and/or the Term B Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”). Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term B Loan Lender (in the case of Additional Term Loan Commitments) the right to increase its Revolving Facility Commitment and/or Term B Loan Commitment, as applicable, on a pro rata basis; provided that with respect to an Additional Revolving Facility Commitment in an amount not greater than $50 million, (x) the notice specified in clause (A) can be made at any time on or prior to the proposed Increased Amount Date and (y) there shall be no requirement to offer such increase to each Revolving Facility Lender pursuant to clause (B). The Borrower and any one shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender, Term B Loan Lender or more Lenders (including New Lenders) may, with the consent of other financial institution reasonably acceptable to the Administrative Agent (such consent not each, an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) to be unreasonably withheld or delayed), at any time after whom the Effective Date, agree that such Lenders shall obtain or increase Additional Commitments have been (in accordance with the amount of their Commitments by executing prior sentence) allocated and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount amounts of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent allocations; provided that any Lender approached to provide all or a portion of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Additional Commitments may not be increased by an amount greater than $500,000,000elect or decline, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice , to all Lenders of any such increaseprovide an Additional Commitment. (ii) Any additional bankSuch Additional Commitments shall become effective as of such Increased Amount Date, financial institution and in the case of Additional Term Loan Commitments, such Additional Term Loans in respect hereof (“Additional Term Loans”) shall be made on such Increased Amount Date; provided that (1) no Default or other entity which, with Event of Default shall exist on such Increased Amount Date before or after giving effect to such Additional Commitments and Loans; (2) after giving effect thereto on a Pro Forma Basis as if such incurrence had occurred on the consent first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), the Borrower shall be in compliance with Sections 6.11 and 6.15, if and as applicable on such Increased Amount Date; and (3) the Administrative Agent, elects Borrower shall make any payments required pursuant to become a “Lender” under this Agreement Section 2.16 in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form provisions of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender)Additional Commitments. (iii) On each Increased The sum of the outstanding Additional Revolving Facility Closing Date with respect to which there are Loans then outstanding, Commitments and the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make principal amount outstanding of Additional Term Loans, when aggregated with the proceeds principal amount outstanding of which will Permitted Notes, shall not exceed $800 million plus the Revolving Facility Commitment Capacity; provided that this limitation shall be used to prepay increased by (x) $750 million if, at the Loans time of other Lenders, so thatsuch increase, after giving effect theretoon a Pro Forma Basis to Additional Revolving Facility Commitments (other than Additional Revolving Facility Commitments utilizing Revolving Facility Commitment Capacity) as if they were fully drawn on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), and to the incurrence of Additional Term Loans and Permitted Notes as if such incurrence had occurred on such day, the resulting Loans outstanding are allocated ratably among Gross Senior Secured Leverage Ratio shall not be in excess of 2.00 to 1.00 and (y) an additional $750 million if, at the Lenders in accordance with Section 2.02 based on their respective unused Commitments time of such increase, after giving effect on a Pro Forma Basis to Additional Revolving Facility Commitments (other than Additional Revolving Facility Commitments utilizing Revolving Facility Commitment Capacity) as if they were fully drawn on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), and to the incurrence of Additional Term Loans and Permitted Notes as if such Increased Facility Closing Dateincurrence had occurred on such day, the Gross Senior Secured Leverage Ratio shall not be in excess of 1.00 to 1.00; provided further that there shall be no Additional Term Loans until the Borrower shall have issued at least $800 million in principal amount of Permitted Junior Notes. (iv) The all-in-yield of any Additional Term Loans shall be as provided in the joinder agreement pursuant to which such Additional Term Loans are established (it being understood that the “all-in-yield” shall be determined after taking into account original issue discount, assuming a four-year average life, fees, other than bona fide arrangement, underwriting, structuring or similar fees not generally shared with the applicable Lenders, and interest margin and, if the LIBO Rate in respect of any Additional Term Loans includes an interest rate floor greater than the LIBO Rate then applicable to the existing Term B Loans, such interest rate floor shall be equated to interest margin). In the event that the all-in-yield for any Additional Term Loans is greater than the all-in-yield for the Term B Loans (or other term loan previously established as an Additional Term Loan hereunder) by greater than 50 basis points, then the all-in-yield for the Term B Loans (or other term loan previously established as an Additional Term Loan hereunder) will be increased such that after giving effect thereto the all-in-yield for the Term B Loans (or other term loan established as an Additional Term Loan hereunder) plus 50 basis points is equal to the all-in-yield for the Additional Term Loans.

Additional Commitments. (i) The Borrower and any one or more Lenders (including New Lenders) may, with Notwithstanding anything in this Section 11.12 to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)contrary, at any time after the Effective DateClosing Date and from time to time prior to the Revolving Facility Maturity Date this Agreement may be amended (or amended and restated) to give effect to (a) an increase to the Revolving Commitments on the same terms and conditions as the existing Revolving Commitments, agree that (b) additional commitments to make term loans with terms identical to the Term Loan and/or (c) additional commitments to make term loans to be structured as a separate term loan tranche with terms different from the Term Loan (each such Lenders shall obtain or increase to the amount Revolving Commitments and/or establishment of their Commitments a new tranche of term loans being referred to herein as an “Incremental Facility,” and all such increases being referred to collectively herein as the “Incremental Facilities”) to be made to the Borrower by executing and delivering to an agreement in writing entered into by the Borrower, the Administrative Agent an Increased Facility Activation Notice specifying and each Person (aincluding any then existing Lender) the amount that shall agree to provide any portion of such increase and Incremental Facility (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, but without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayedany other Lender), and each such Person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had already been a Lender under this Agreement with the Revolving Commitment and/or term loans set forth in such Agreement; provided, however, that: (i) the aggregate principal amount of all such Incremental Facilities structured as increases to the Revolving Commitments effected after the Closing Date pursuant to this Section 11.12(b) plus the amount of the Commitments may Total Revolving Commitment as of the Closing Date shall not be increased by an amount greater than exceed $500,000,000200,000,000, (ii) the aggregate principal amount of all such Incremental Facilities effected after the Closing Date pursuant to this Section 11.12(b) shall not exceed $200,000,000, (iii) each such increase effected pursuant to this paragraph Section 11.12(b) shall be in a minimum amount of at least $5,000,000 10,000,000 (and integral multiples of $1,000,000 in excess thereof), (iiiiv) all representations and warranties in Article VI hereof must be true and correct in all material respects upon giving effect to any such Incremental Facility, and no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term Default or Event of this Agreement. No Lender Default shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders occurred and be continuing at the time of such request and on the date of any such increase. increase (iiassuming a Borrowing in respect of any applicable increases to the Revolving Commitments), (v) Any additional bank, financial institution or other entity which, with no Commitment of any Lender shall be increased without the consent of such Lender, (vi) all fees and expenses owing in respect of such increase to the Administrative Agent and the Lenders shall have been paid, (vii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of any such Incremental Facility (assuming a Borrowing of the entire Incremental Facility in respect of any applicable increases to the Revolving Commitments) and the concurrent retirement of any Indebtedness of the Borrower or any Subsidiary, (A) the Credit Parties would be in compliance with the financial covenant set forth in Section 8.07 and (B) the Consolidated Total Net Leverage Ratio shall be equal to or less than 4.25 to 1.00, in each case as of the last day of the most recently ended fiscal quarter of the Borrower for which the Administrative Agent has received the Required Financial Information, (viii) with respect to any Incremental Facility structured as a separate term loan tranche, the “all-in yield” (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year life to maturity and the remaining life to maturity for the purposes of determining any increases to the applicable interest rate margin), but excluding any structuring, arrangement, underwriting or similar fees paid or payable to the applicable lead arranger for such facility not shared with the applicable lenders) applicable to such Incremental Facility may not exceed the total “all-in yield” (determined on the same basis) for any then-existing series of Term Loans by more than 0.50% without a corresponding increase in the all-in yield applicable to such existing Term Loans so that such all-in yield applicable to such existing Term Loans is 0.50% less than that applicable to such Incremental Facility (it being understood that the Applicable Margin for such existing Term Loans may be increased and/or additional fees may be paid to the Lenders holding such existing Term Loans to the extent necessary to satisfy such requirement), (ix) the final maturity date of any additional Incremental Facility structured as a separate term loan tranche shall be no earlier than the latest Maturity Date hereunder or, if later, the maturity date of any Incremental Facility then in effect, (x) the weighted average life to maturity of any such Incremental Facility structured as a separate term loan tranche shall not be shorter that the remaining average weighted life to maturity of the Term Loan (without giving effect to any prepayments thereof), (xi) subject to the limitations set forth above, the interest rate margin, weighted average life to maturity and final maturity applicable to any such Incremental Facility structured as a separate term loan tranche shall be determined at the time such Incremental Facility is made available by the Borrower and the Lenders providing such Incremental Facility and (xii) subject to the limitations set forth above, all other terms applicable to any Incremental Facility structured as a separate term loan tranche, if not consistent with the existing Term Loans, must be more favorable to the Borrower or reasonably acceptable to the Administrative Agent. The Loans and Commitments established pursuant to this Section 11.12(b) shall constitute Loans and Commitments 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 and security interests created by the Collateral Documents. The Borrower may offer, in consultation with the Administrative Agent, elects the increase to become a “Lender” under this Agreement (i) existing Lenders (but no Lender will have an obligation to increase its Commitment hereunder) and (ii) if necessary because the requested commitments for such Incremental Facility cannot be obtained from existing Lenders, any third party financial institutions that otherwise would qualify as Eligible Assignees (in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially each case which must be reasonably acceptable to the Administrative Agent in the form of Exhibit B-2, 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 (other than with respect to the payment case of any fees or interest prior such Person providing additional Revolving Commitments hereunder). Upon the establishment pursuant to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.this Section

Additional Commitments. (i) The Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not Co-Borrowers may from time to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering notice to the Administrative Agent an Increased Facility Activation Notice specifying (a) Agent, request that, on the amount of such increase terms and (b) subject to the applicable Increased Facility Closing Date. Notwithstanding conditions contained in this Agreement, Qualified Additional Lenders provide up to the foregoing, without Additional Facilities Amount in the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), aggregate in additional Commitments; provided that (i) the aggregate amount no Default or Event of the Commitments may not Default shall have occurred and be increased by an amount greater than $500,000,000continuing or would occur after giving effect to such additional Commitments, (ii) each increase effected the loans under such additional Commitments shall rank pari passu with the Revolving Loans to be made pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and Section 2.1A(i), (iii) no more than eight Increased Facility Closing Dates may the representations and warranties in Section 5 shall be selected by true and correct in all material respects prior to and after giving effect to such additional Commitments, (iv) the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders maturity date of any such increase. (ii) Any additional bankCommitments shall be no earlier than, financial institution or other entity whichand no scheduled mandatory commitment reduction shall be required prior to, with the consent maturity date of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with existing Commitments (or any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”Other Credit Extensions constituting Commitments), substantially in (v) the form of Exhibit B-2, 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 terms (other than with respect to the payment pricing or maturity) of any fees or interest prior additional Commitments and the Revolving Loans to be made thereunder, to the date extent not consistent with the Commitments and the Revolving Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (vi) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1 A(iii) exceeds by more than 50 basis points the Revolving Loan Yield at such New Lender becomes a Lendertime (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1 A(iii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”). (iii) On each Increased Facility Closing Date with respect to which there are Loans , then outstanding, the New Lender(s) “LIBOR floor” and/or the Lender(s) Applicable Margin applicable to the Revolving Loans shall be increased such that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Dateincreases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Revolving Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Revolving Loans at such time, a 50 CREDIT AGREEMENT “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Revolving Loans. Nothing contained in this Section 2.1 A(iii) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Revolving Loans and/or participations incurred in connection with Letters of Credit and Swing Line Loans so as to cause the amount of such Revolving Loans and/or participations in connection with Letters of Credit and Swing Line Loans held by each Revolving Loan Lender to conform to the respective percentages of the applicable Commitments of the Revolving Loan Lenders as so adjusted and (b) the Co-Borrowers shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1 A(iii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement among Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, the Borrowers, the Qualified Additional Lenders providing such additional Revolving Commitments and the Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrowers incur new Commitments under this Section 2.1A(iii), regardless of whether such Commitments are Other Credit Extensions, the Borrowers shall, after such time, (x) incur and repay Revolving Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrowers may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender, to amend the Loan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1 A(iii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans, Canadian Prime Rate Loans, CDOR Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1 A(iii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit and Swing Line Loans between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. (ia) The Borrower Subject to the terms and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)conditions hereof, at any time after the Effective Closing Date and prior to Maturity Date, agree provided that such no Event of Default has occurred and is continuing and that the Borrower is in pro forma compliance with the financial covenants in Section 5.1(1) (assuming the full incurrence and application of the new Indebtedness in question), the Borrower may request that the Lenders or any other Persons provide additional Commitments (each, an “Additional Commitment”) which shall obtain or serve to increase the amount aggregate existing Commitments, such that further Borrowings under the Revolving Credit become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement and executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of their Commitments by executing the conditions precedent set out therein, the Additional Commitment in question shall become effective, and delivering to (i) the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of shall promptly notify each Lender as to such increase agreement, and (bii) Schedule 2.1 shall be deemed to be modified accordingly. (c) Notwithstanding anything to the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without contrary in this Agreement: (i) no Additional Commitment shall require the consent of any Lender other than the Required Lenders (such consent Additional Lender in question, but each Additional Commitment shall require the approval of the Administrative Agent and the Issuing Bank, not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, withheld; (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in acquire any increase described in this paragraph Additional Commitment unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender).; (iii) On each Increased Facility Closing Date with respect no Lender shall have the right to which there are Loans then outstandingacquire any Additional Commitment or receive prior notice thereof, regardless of the New Lender(sfact that its share in the aggregate Commitments is reduced thereby; (iv) and/or the Lender(s) that have increased their aggregate amount of all Additional Commitments shall make Loansnot exceed U.S.$25,000,000; (v) no amount of Additional Commitments requested at any one time shall be less than U.S.$10,000,000; and (vi) the Borrower may pay such up-front, arrangement or other fees as may be agreed by the proceeds Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of which will an Additional Commitment; (d) For greater certainty, any Additional Lender shall be used entitled to prepay share pro rata in any prepayments made by the Loans Borrower pursuant to Section 2.9, and the obligations of the Credit Parties under any such Additional Commitment shall be secured pari passu with the other Lenders, so that, after giving effect thereto, obligations of the resulting Loans outstanding are allocated ratably among Credit Parties under the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing DateSecurity Documents.

Additional Commitments. At any time on or before the date that is two (2) years immediately following the Effective Date, the Borrower shall have the right, exercisable no more than two (2) times, to request that the Administrative Agent permit additional Commitments to be added under the terms of this Agreement in excess of the Lenders’ then outstanding Commitments in a minimum increment of at least Fifty Million Dollars ($50,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the requested amount being, the “Additional Commitment Amount”), to be allocated to either the Term Loan Commitments or the Revolving Credit Commitments, subject to the following: (i) The aggregate amount of the Lenders’ Commitments shall not exceed Eight Hundred Fifty Million Dollars ($850, 000,000) less the amounts of any prior reductions or terminations of Commitments pursuant to Section 2,09(d), and (ii) the Additional Commitment Amount shall not exceed One Hundred Fifty Million Dollars ($150,000,000) in the aggregate. (b) Any such request shall be made by the Borrower and any one or more Lenders giving written notice (including New Lendersthe “Additional Commitment Notice”) may, with the consent of to the Administrative Agent within twenty one (such consent not to be unreasonably withheld or delayed), at any time 21) months after the Effective Date, agree which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall obtain be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or increase Event of Default being in existence at such time, (ii) the amount of their Commitments by executing and delivering Borrower issuing substitute Notes, (iii) the Accepting Lenders paying to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent on behalf of the Required Lenders (such consent not to be unreasonably withheld or delayed), (iother Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Initial Accepting Lender’s pro rata share of outstanding Loans and LC Exposure, if applicable, matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans as shall be reasonably acceptable to the Borrower, the Accepting Lenders, the Administrative Agent and the Issuing Lender and (v) the Borrower paying all of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be Administrative Agent’s reasonable out-of-pocket expenses in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by connection with the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionforegoing. The Administrative Agent shall promptly give notice pay to all the applicable Lenders their share of any such increasepayments received from the Accepting Lenders in accordance with the immediately preceding sentence. (iic) Any additional bankNotwithstanding anything to the contrary contained herein, financial institution or other entity which, with if the consent Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with paragraph (b) above, the Borrower may designate one or more proposed lenders to the Administrative Agent and the Administrative Agent, elects Issuing Lender to become a “Lenders under this Agreement with respect to such balance of the Additional Commitment Amount (but in no event with proposed commitments of less than $10,000,000 unless the Administrative Agent consents thereto), subject in each case to the prior approval of the Administrative Agent and the Issuing Lender” , which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Assignee. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in connection accordance with their respective Commitments without the consent of any transaction described other Lenders, subject, however, to (i) no Default or Event of Default being in Section 2.01(b)(iexistence at such time, (ii) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and Borrower issuing substitute Notes to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). new Lenders, (iii) On each Increased Facility Closing Date with respect such new Lenders paying to which there are Loans then outstanding, the New Lender(s) and/or Administrative Agent (on behalf of the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, ) the aggregate amount determined by the Administrative Agent to be necessary so that, after giving effect thereto, that each new Lender’s pro rata share of outstanding Loans and LC Exposure matches the resulting Loans outstanding are allocated ratably among ratio of its Commitment to the Lenders in accordance with Section 2.02 based on their respective unused aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower, the new Lenders and the Administrative Agent executing such Increased Facility Closing Dateother documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Loans as shall be reasonably acceptable to the Borrower, the Administrative Agent and the Issuing Lender, including each such new Lender’s compliance with the provisions of clauses (ii), (iii) and (v) of Section 9.04(b), and (v) the Borrower paying all of the Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such new Lenders in accordance with the immediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments and the Loans, the addition of new Lenders and the other matters contemplated by this Section.

Additional Commitments. (ia) The Borrower and any one or more Lenders (including New Lenders) may, with Company shall have the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)right, at any time and from time to time, after the Restatement Effective DateDate and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (vi) below) provide Additional Commitments; it being understood and agreed, agree however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) until such Lenders shall obtain or increase the amount of their Commitments by executing time, if any, as (x) such existing Lender has agreed in its sole discretion to provide an Additional Commitment and delivering executed and delivered to the Administrative Agent an Increased Facility Activation Notice specifying (aAdditional Commitment Agreement in respect thereof as provided in Section 2.18(b) the amount of such increase and (by) such other conditions set forth in Section 2.18(b) shall have been satisfied, such existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of Credit, in excess of the applicable Increased Facility Closing Date. Notwithstanding the foregoingamounts provided for herein, immediately before giving effect to such Additional Commitments provided by such existing Lender pursuant to this Section 2.18, (iii) any existing Lender may provide an Additional Commitment without the consent of the Required any other Lender, (iv) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.18 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (such consent including, in the circumstances contemplated by clause (vi) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 and (B) the aggregate amount of Additional Commitments provided pursuant to this Section 2.18 shall not exceed $75,000,000, (v) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Company of the then existing Lenders to provide Additional Commitments pursuant to this Section 2.18 on the terms to be unreasonably withheld or delayedapplicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the request provided by the Company to the Administrative Agent as provided above), then the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Person in any respect than the terms offered to the existing Lenders, (vii) all Additional Commitments provided on a given date pursuant to this Section 2.18 shall have the same terms and conditions as all then existing Commitments and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.18 below and (viii) all actions taken by the Borrower pursuant to this Section 2.18 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 2.18, (i) the aggregate amount of Company, each Designated Subsidiary Borrower, the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice and each existing Lender or Eligible Person, as the case may be, which agrees to all Lenders of any such increase. provide an Additional Commitment (ii) Any additional bankeach, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “an "Additional Commitment Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i") shall execute a New Lender Supplement (each, a “New Lender Supplement”), and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit B-2J, whereupon subject to such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes modifications in form and substance reasonably satisfactory to the same extent Administrative Agent as if originally a party hereto and shall may be bound by and entitled necessary or appropriate (with the effectiveness of such Additional Commitment Lender's Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the benefits of this Agreement (other than with respect to Administrative Agent, the payment of any fees or interest prior to required in connection therewith and the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, satisfaction of the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders conditions set forth in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.this

Additional Commitments. (ia) The Borrower Subject to the terms and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)conditions hereof, at any time after the Effective Second Amendment Date and prior to the Maturity Date, agree provided that such no Event of Default has occurred and is continuing and that the Borrower is in pro forma compliance with the financial covenants in Section 5.1(12) (assuming the full incurrence and application of the new Indebtedness in question), the Borrower may request that the Lenders or any other Persons provide additional Commitments (each, an “Additional Commitment”) which shall obtain or serve to increase the amount of their Commitments by executing Credit, such that further Loans become available thereunder upon identical terms and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the applicable Increased Facility Closing DateBorrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Notwithstanding the foregoing, without the consent Upon satisfaction of the Required Lenders (such consent not to be unreasonably withheld or delayed)conditions precedent set out therein, (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000Additional Commitment in question shall become effective, (ii) the Agent shall promptly notify each increase effected pursuant Lender as to this paragraph shall be in a minimum amount of at least $5,000,000 such agreement, and (iii) no more than eight Increased Facility Closing Dates may Schedule 2.1 shall be selected by deemed to be modified accordingly. 23112834.19 (c) Notwithstanding anything to the Borrower during the term of contrary in this Agreement. No : (i) no Additional Commitment shall require the consent of any Lender other than the Additional Lender in question, but each Additional Commitment shall require the approval of the Administrative Agent, not to be unreasonably withheld; (ii) no Lender shall have any obligation to participate in any increase described in this paragraph Additional Commitment unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender).; (iii) On each Increased Facility Closing Date with respect no Lender shall have the right to which there are Loans then outstandingparticipate in any Additional Commitment or receive prior notice thereof, regardless of the New Lender(sfact that its share in the aggregate Commitments is reduced thereby; (iv) and/or the Lender(s) that have increased their aggregate amount of all Additional Commitments shall make Loansnot exceed U.S.$25,000,000; (v) the aggregate amount of all Additional Commitments requested at any one time shall not be less than U.S.$10,000,000; and (vi) the Borrower may pay such up-front, arrangement or other fees as may be agreed by the proceeds Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Datean Additional Commitment.

Additional Commitments. (i) The Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) Subject to other terms of this Agreement, the MLAB may (at the request of the Borrower) increase the Total Commitments (the "Additional Commitments") by an amount of such up to US$100,000,000. Such increase will be effective only if the following procedures and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), conditions are complied with: (i) the aggregate amount MLAB and the Borrower enter into a Fee Letter in relation to the Additional Commitments Fee; (ii) the Additional Commitments will be assumed by one or more banks, financial institutions, trusts, funds or other entities which are regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (each an "Additional Lender") who deliver a Lender Accession Letter to the Agent and the Borrower no later than 10 Business Days prior to the relevant proposed Additional Lender Accession Date, pursuant to which the Additional Lender assumes all the obligations of a Lender corresponding to that part of the Additional Commitments may not which it is to assume (as specified in the Lender Accession Letter), as if it had been an Original Lender in respect of those Commitments; (iii) the Agent shall, subject to paragraph (iv) below, as soon as reasonably practicable after receipt by it of an otherwise duly completed Lender Accession Letter appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Lender Accession Letter; (iv) the Agent shall only be obliged to execute a Lender Accession Letter delivered to it by an Additional Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Additional Lender; (v) any increase in the Total Commitment shall take effect on the date specified by the relevant Additional Lender(s) on the Lender Accession Letter, or if later, on the date which each of the Borrower and the Agent executes an otherwise duly completed Lender Accession Letter delivered to it by the relevant Additional Lender(s) (such date being an "Additional Lender Accession Date"), provided that the Additional Lender Accession Date must be a Business Day. (b) Each Lender Accession Letter once delivered is irrevocable. (c) On and upon each Additional Lender Accession Date: (i) the Total Commitments shall be increased by an the amount greater than $500,000,000, set out in the Lender Accession Letter as that L▇▇▇▇▇'s Commitment; (ii) the Transaction Obligors and each increase effected pursuant of the relevant Additional Lender(s) shall assume obligations towards one another and/or acquire rights against one another as the Transaction Obligors and such Additional Lender would have assumed and/or acquired had such Additional Lender been an Original Lender in respect of that part of the Additional Commitments which it is to this paragraph shall be in a minimum amount of at least $5,000,000 and assume; (iii) no more than eight Increased Facility Closing Dates may be selected each of the relevant Additional Lender(s) (which is not already a party to the Finance Document as a Lender) shall become a Party as a "Lender" and such Additional Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Additional Lender and those Finance Parties would have assumed and/or acquired had that Additional Lender been an Original Lender in respect of that part of the Additional Commitments which it is to assume; and (iv) the Commitments of the other Lenders shall continue in full force and effect. (d) Each Additional Lender, by executing the Lender Accession Letter, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender. (e) The Borrower during shall, within 10 Business Days of demand, pay the term Agent the amount of all costs and expenses (including legal fees, subject to agreed caps) reasonably incurred by it in connection with any increase in the Total Commitments under this Agreement. No Clause 2.2. (f) Neither the Agent nor any Lender shall have any obligation to participate in any increase described find an Additional Lender. (g) Clause 23.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this paragraph unless it agrees Clause 2.2 in writing relation to do so an Additional Lender as if references in its sole discretion. The Administrative Agent shall promptly give notice that Clause to: (i) an "Existing Lender" were references to all the Lenders of any such increase.immediately prior to the Additional Lender Accession Date; (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “"New Lender”) shall become a Lender for all purposes and " were references to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a that "Additional Lender)."; and (iii) On each Increased Facility Closing Date with respect a "re-transfer" and "re-assignment" were references to which there are Loans then outstandingrespectively a "transfer" and "assignment". (h) The Agent shall, as soon as reasonably practicable after it has executed the New Lender(s) and/or Lender Accession Letter, send to the Lender(s) Borrower a copy of that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing DateLender Accession Letter.

Additional Commitments. (i) The Provided there exists no Default, the Borrower on behalf of the Borrower and any one or more Lenders (including New Lenders) Guarantors may, on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent (such which consent shall not to be unreasonably withheld or delayed), obtain additional Commitments by delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase") identifying an additional Bank (or additional Commitment agreed to be made by any time after the Effective Date, agree that such Lenders shall obtain or increase existing Bank) and the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying its Commitment (a) the amount of such or additional Commitment); provided, however, that any increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) in the aggregate amount of the Commitments may not be increased by to an amount greater than in excess of U.S. $500,000,000400,000,000 will require the approval of the Required Banks; provided further that prior to approaching an additional Bank, (ii) each increase effected pursuant the Borrower shall have offered to this paragraph the existing Banks the opportunity to provide an additional Commitment. The effective date of the Commitment Amount Increase shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected agreed upon by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent. Upon the effectiveness thereof, elects each new Bank (or, if applicable, each existing Bank which consented to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(ian additional Commitment) shall execute advance Loans in an amount equal to its Commitment, at which time the Commitments shall expire. It shall be a New Lender Supplement (each, a “New Lender Supplement”), substantially in condition to such effectiveness that no Euro-Dollar Loans be outstanding on the form date of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and effectiveness. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the same extent as if originally a party hereto contrary, no Bank shall have any obligation to agree to provide an additional Commitment and no Bank’s Commitment shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect without its consent thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect and each Bank may at its option, unconditionally and without cause, decline to provide any such Increased Facility Closing Dateadditional Commitment.

Additional Commitments. (ia) The Borrower and Company may at any time confirm that one or more Lenders or any other bank(s) (including New Lenderseach an “Accordion Lender”) may, with the consent of the Administrative Agent (such consent not has agreed to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their commit Additional Commitments by executing and delivering an Additional Commitment Notice to the Administrative Agent an Increased Facility Activation Agent. (b) Each Additional Commitment Notice specifying is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each Accordion Lender named therein and it specifies: (ai) the date on which the Additional Commitments are confirmed; (ii) the amount of such increase and the Additional Commitments; and (biii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent amount of the Required Lenders Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (such consent c) By countersigning the Additional Commitment Notice: (i) each Accordion Lender agrees to commit the Additional Commitments set out against its name; and (ii) each Accordion Lender which is not already a Lender, agrees to become a party to this Agreement as a Lender. (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional Commitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be unreasonably withheld or delayed), effective on: (i) the aggregate amount execution by the Agent of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase.Additional Commitment Notice; and (ii) Any additional bankin relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, financial institution the Agent being satisfied that it has complied with all necessary “know your customer” or other entity which, with similar checks under all applicable laws and regulations in relation to the consent assumption of the Borrower Additional Commitments by that Accordion Lender. The Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(iAccordion Lender upon being so satisfied. (f) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) No Additional Commitment Notice shall become effective at a Lender for all purposes time when a Utilisation Request has been delivered and to the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall inform the Lenders of such receipt. (h) The Agent shall notify the Company and the Lenders of the increased amounts of the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with this Clause 2.3. (i) For the avoidance of doubt: (i) the Additional Commitments shall have the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement terms (other than with as to upfront arrangement and underwriting fees and conditions precedent) as the Facility; and (ii) the upfront arrangement and underwriting fees in respect of the Additional Commitments shall be set out in a separate Additional Commitment Fee Letter entered into by the Company and the relevant Accordion Lender(s), provided that no Accordion Lender shall be offered or paid any fees on better terms than those which have been offered to the payment of any fees or interest prior to the date such New Lender becomes a Lender)Mandated Lead Arrangers. (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. Upon the request of the Borrower (such request, the "Additional ---------- Syndication Notice") given to the Administrative Agent within twenty-four (24) ------------------ months after the date of this Agreement, and provided that there is no Default or Event of Default, the Administrative Agent shall use commercially reasonable efforts to obtain additional Commitments in the aggregate amount of up to Fifty Million Dollars ($50,000,000) (the "Additional Commitment Amount"), subject to ---------------------------- the following: (a) Promptly after delivery of the Additional Syndication Notice, the Administrative Agent shall request that the existing Lenders accept a pro rata share of the Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an "Accepting Lender"), pro rata based on the sum of their then existing ---------------- Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this clause (a) within ten (10) ---------- Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) The no Default or Event of Default being in existence at such time, (ii) the Borrower and any one or more issuing substitute Notes, (iii) the Accepting Lenders (including New Lenders) may, with the consent of paying to the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent on behalf of the Required Lenders (such consent not to be unreasonably withheld or delayed), (iother Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Initial Accepting Lender's pro rata share of outstanding Loans and LC Exposure matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans as shall be reasonable acceptable to the Borrower, the Accepting Lenders, the Administrative Agent and the Issuing Lender and (v) the Borrower paying all of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be Administrative Agent's reasonable out-of-pocket expenses in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by connection with the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionforegoing. The Administrative Agent shall promptly give notice pay to all the applicable Lenders their share of any such increasepayments received from the Accepting Lenders in accordance with the immediately preceding sentence. (iib) Any additional bankNotwithstanding anything to the contrary contained herein, financial institution or other entity which, with if the consent Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with paragraph (a) ------------- above, the Borrower may designate one or more proposed lenders to the Administrative Agent and the Administrative Agent, elects Issuing Lender to become a “Lenders under this Agreement with respect to such balance of the Additional Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless the Administrative Agent consents thereto), subject in each case to the prior approval of the Administrative Agent and the Issuing Lender” , which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Assignee. If such proposed lenders are so approved, such lenders shall become Credit Agreement ---------------- additional Lenders under this Agreement in connection accordance with their respective Commitments without the consent of any transaction described other Lenders, subject, however, to (i) no Default or Event of Default being in Section 2.01(b)(iexistence at such time, (ii) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and Borrower issuing substitute Notes to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). new Lenders, (iii) On each Increased Facility Closing Date with respect such new Lenders paying to which there are Loans then outstanding, the New Lender(s) and/or Administrative Agent (on behalf of the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, ) the aggregate amount determined by the Administrative Agent to be necessary so that, after giving effect thereto, that each new Lender's pro rata share of outstanding Loans and LC Exposure matches the resulting Loans outstanding are allocated ratably among ratio of its Commitment to the Lenders in accordance with Section 2.02 based on their respective unused aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower, the new Lenders and the Administrative Agent executing such Increased Facility Closing Date.other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Loans as shall be reasonably acceptable to the Borrower, the Administrative Agent and the Issuing Lender, including each such new Lender's compliance with the provisions of clauses (ii), (iii) and (v) of Section 9.04(b), and (v) the ------------ ----- --- --------------- Borrower paying all of the Administrative Agent's reasonable out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such new Lenders in accordance with the immediately preceding sentence. Credit Agreement ----------------

Additional Commitments. (i) The Borrower Subject to the terms and any one or more Lenders (including New Lenders) may, with the consent conditions hereof and of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying Unit Subscription Agreement: (a) the Each Member listed on Schedule II with a dollar amount of set forth under column (2) opposite such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement Member’s name (each, a “New Lender SupplementCommitted Member”)) agrees to make, substantially upon the issuance of Capital Calls meeting the requirements of this Article 5, additional cash Capital Contributions (“Commitment Contributions”) in an amount not to exceed in aggregate the form amount set forth opposite the name of Exhibit B-2such Committed Member under column (2) on Schedule II (the “Additional Commitment” of such Committed Member) in exchange for Series A-2 Preferred Units. The amount, whereupon at a particular time, by which a Committed Member’s Additional Commitment exceeds the total amount of the Commitment Contributions previously made by such bankCommitted Member pursuant to this Article 5 shall be the “Remaining Commitment” of such Committed Member at such time. For the avoidance of doubt, financial institution in no event shall any Member’s Additional Commitment or other entity Remaining Commitment be increased without such Member’s prior written consent and in no event shall any Member be obligated at any time to make Capital Contributions in excess of its Remaining Commitment as of the time of such Capital Call less any amounts required to be funded pursuant to then outstanding Capital Calls. (b) [Intentionally deleted.] (c) In connection with any adjustment to the Additional Commitments of the Committed Members in connection with the reallocation of Future Series A-2 Preferred Units to employees of the Company or its Subsidiaries (including members of the Management Team) or non-employee Managers of the Company (each such employee or Manager, a “New LenderReallocated Committed Member”) shall become pursuant to Section 3.1 of the Unit Subscription Agreement, the Board, in its sole discretion, may elect to apportion the first Capital Call following such adjustment in a Lender for all purposes and manner such that after such Reallocated Committed Member makes the Commitment Contributions required by it pursuant to the same extent Call Notice related to such Capital Call (i) the quotient (expressed as if originally a party hereto and percentage) obtained by dividing (a) the total amount of Commitment Contributions such Reallocated Committed Member will have funded immediately after such Capital Call by (b) the total amount of Commitment Contributions all Committed Members will have funded immediately after such Capital Call will be equal to (ii) the quotient (expressed as a percentage) obtained by dividing (x) such Reallocated Committed Member’s Total Commitment by (y) the aggregate Total Commitments of all Committed Members. (d) The Remaining Commitment of each Committed Member shall be bound by reduced to zero upon the consummation of a Qualified Public Offering and no Management Committed Member shall thereafter be entitled to increase its Additional Commitment. (e) If a Committed Member is an employee of the benefits Company or any of this Agreement its Subsidiaries and such employment ceases for any reason, then, except as otherwise agreed by the Board, such Committed Member’s Remaining Commitment shall immediately be reduced to zero and such Committed Member shall have no right to increase its Additional Commitment. If the Remaining Commitment of a Committed Member is reduced to zero pursuant to the preceding sentence, the Board shall have the authority to reassign the amount of such forfeited Remaining Commitment to one or more other Committed Members who consent in writing to such reassignment in such amounts as are determined by the Board in its sole discretion. (other than f) A Member whose Remaining Commitment is zero shall have no further right or obligation to make Commitment Contributions to the Company except as may be required with respect to the payment of any fees or interest prior a Defaulting Member pursuant to the date such New Lender becomes a Lender)Section 5.4. (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (ia) The Borrower and any one or more Lenders (including New Lenders) may, with Company shall have the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)right, at any time and from time to time, after the Effective DateDate and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, agree however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the 4849-0866-3397v950 #4849-0866-3397v1 aggregate Commitments for all Lenders hereunder shall obtain not exceed $400,000,000, (iv) all up‑front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or increase Eligible Person, as the amount of their Commitments by executing case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivering delivered to the Administrative Agent an Increased Facility Activation Notice specifying Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (a) with the amount effectiveness of such increase Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent satisfaction of the Required Lenders (such consent not other conditions set forth in this Section 2.16 to be unreasonably withheld or delayed), (i) the aggregate amount reasonable satisfaction of the Commitments may not be increased by an amount greater than $500,000,000Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each increase effected pursuant respective beneficiary thereunder to this paragraph the respective Issuing Agent and shall be in a minimum amount either have been cancelled and/or exchanged for new or amended Several Letters of at least $5,000,000 Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) no more than eight Increased Facility Closing Dates may be selected by if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Borrower during the term of this Agreement. No Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have any obligation provided to participate in any increase the Company the appropriate documentation described in this paragraph unless it agrees Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in writing form and substance reasonably satisfactory to do so the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in its sole discretionthe opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly give notice notify each Lender as to all Lenders the occurrence of any each Additional Commitment Date, and (x) on each such increase. (ii) Any additional bankdate, financial institution or other entity whichthe Total Commitment under, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes of, this Agreement and to the same extent as if originally a party hereto and each other Credit Document shall be bound increased by the aggregate amount of such Additional Commitments and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date y) on each such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstandingdate, the New Lender(s) and/or Commitment Schedule shall be deemed modified to reflect the Lender(s) that have increased their revised Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.each affected Lender. 4849-0866-3397v951 #4849-0866-3397v1

Additional Commitments. (i) The Upon the request of Administrative Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not ---------------------- from time to be unreasonably withheld or delayed), at any time after the Effective DateClosing Date and in accordance with Section 15.1, agree ------------ Additional Commitments hereunder may be issued to Lenders or New Lenders; provided, however, that such Administrative Borrower may not request Additional -------- ------- Commitments be issued during the continuance of a Default or Event of Default; and provided, further, that Administrative Borrower may not request Additional -------- ------- Commitments which exceed $25,000,000 in the aggregate. Persons not then Lenders shall obtain or increase may be included as New Lenders having Additional Commitments with the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent written approval of the Required Lenders (such consent not to be unreasonably withheld or delayed)Agent, (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice Prior to all Lenders the effectiveness of any Additional Commitments, Administrative Borrower shall (a) provide revised projections to Agent and Lenders, which shall be in form and substance satisfactory to the Agent and which shall demonstrate Borrowers' ability to timely repay all Obligations hereunder after the issuance of such increase. (ii) Any additional bank, financial institution or other entity which, Additional Commitments and to comply with the consent covenants contained in Section 7.20 hereof, (b) provide Agent with all other information that it may reasonably request, and (c) pay to Agent, for its own account or the account of the Borrower and the Administrative New Lender, as may be determined by Agent, elects to become a “Lender” under this Agreement such arrangement and upfront fees as may be required by Agent in connection with any transaction described in Section 2.01(b)(i) the issuance of the Additional Commitment. Each Lender or New Lender issuing an Additional Commitment shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in and deliver to Agent an Assumption Agreement prior to the form effectiveness of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) Additional Commitment. Funds advanced under any Additional Commitments shall become a Lender for all purposes constitute Advances and to be Obligations hereunder and under the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender)Loan Documents. (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (i) The Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not may from time to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering notice to the Administrative Agent an Increased Facility Activation Notice specifying Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (a) the amount no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such increase and additional Commitments, (b) the applicable Increased Facility Closing Date. Notwithstanding loans under such additional Commitments shall rank pari passu with the foregoing, without the consent of the Required Lenders (such consent not Loans to be unreasonably withheld or delayedmade pursuant to Section 2.1A(i), (ic) the aggregate amount representations and warranties in Section 5 shall be true and correct in all material respects prior to and after giving effect to such additional Commitments, (d) the maturity date of any additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the maturity date of the existing Commitments may not be increased by an amount greater than $500,000,000(or any Other Credit Extensions constituting Commitments), (iie) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 terms (other than with respect to the payment pricing or maturity) of any fees or interest prior additional Commitments and the Loans to be made thereunder, to the date extent not consistent with the Commitments and the Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (f) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(ii) exceeds by more than 50 basis points the Revolving Loan Yield at such New Lender becomes a Lendertime (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(ii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”). (iii) On each Increased Facility Closing Date with respect to which there are Loans , then outstanding, the New Lender(s) “LIBOR floor” and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used Applicable Margin applicable to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments shall be increased such that after giving effect to such Increased Facility Closing Dateincreases, the 43 CREDIT AGREEMENT Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Loans at such time, a “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(ii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Borrower shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(ii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement among Holdings, U.S. Holdings, U.S. ▇▇▇▇▇, the Borrower, the Qualified Additional Lenders providing such additional Revolving Commitments and the Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrower incurs new Commitments under this Section 2.1A(ii), regardless of whether such Commitments are Other Credit Extensions, the Borrower shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrower may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender, to amend the Loan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(ii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(ii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. (ia) The Borrower and any one or more Lenders (including New Lenders) may, with Company shall have the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)right, at any time and from time to time, after the Restatement Effective DateDate and prior to the Final Maturity Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders provide Additional Commitments; it being understood and agreed, agree however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company unless it agrees in its sole discretion to do so, (ii) until such Lenders shall obtain or increase the amount of their Commitments by executing time, if any, as (x) such existing Lender has agreed in its sole discretion to provide an Additional Commitment and delivering executed and delivered to the Administrative Agent an Increased Facility Activation Notice specifying (aAdditional Commitment Agreement in respect thereof as provided in Section 1.16(b) the amount of such increase and (by) such other conditions set forth in Section 1.16(b) shall have been satisfied, such existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of Credit, in excess of the applicable Increased Facility Closing Date. Notwithstanding the foregoingamounts provided for herein, immediately before giving effect to such Additional Commitments provided by such existing Lender pursuant to this Section 1.16, (iii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iv) the Required Lenders (such consent aggregate amount of Additional Commitments provided pursuant to this Section 1.16 shall not exceed $300,000,000, with up to the full amount of the Commitment available to be unreasonably withheld used for Letters of Credit and up to half of the Commitment available to be used for Loans, (v) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (vi) if, on or delayedafter the tenth Business Day following the request by the Company of the then existing Lenders to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the request provided by the Company to the Administrative Agent as provided above), then the Company may request Additional Commitments from Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender in an aggregate amount equal to such deficiency on terms which are no more favorable in any respect than the terms offered to the existing Lenders, (vii) all Additional Commitments provided on a given date pursuant to this Section 1.16 shall have the same terms and conditions as all then existing Commitments and shall be added to such existing Commitments in accordance with clause (b) of this Section 1.16 below and (viii) all actions taken by the Borrower pursuant to this Section 1.16 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.16, (i) the aggregate amount Company, each Designated Subsidiary Borrower, the Administrative Agent and each existing Lender which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit L, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the Commitments may not be increased by an amount greater than $500,000,000other conditions set forth in this Section 1.16 to the reasonable satisfaction of the Administrative Agent), (ii) each increase effected pursuant if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purpose or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall provide to this paragraph shall be the Company the appropriate Internal Revenue Service documentation described in a minimum amount of at least $5,000,000 and Section 4.04(b), (iii) no more than eight Increased Facility Closing Dates the Company and each Designated Subsidiary Borrower shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be incurred pursuant to each Additional Commitment, together with evidence of good standing of the Company and each Designated Subsidiary Borrower and (iv) the Company and each Designated Subsidiary Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Restatement Effective Date pursuant to Section 5.01(e) and such other matters as the Administrative Agent may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionreasonably request. The Administrative Agent shall promptly give notice notify each Lender as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all purposes of, this Agreement and each other Credit Document shall be increased by the aggregate amount of such Additional Commitments and (y) on each such date, Annex I shall be deemed modified to reflect the revised Commitments of each affected Lender. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, the Company shall, in coordination with the Administrative Agent and the Lenders repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). (c) It is hereby agreed and acknowledged that any Several Letters of Credit in existence on an Additional Commitment Date (the “Specified Several Letters of Credit”) shall be deemed issued under this Agreement as a “Specified Several Letter of Credit” on such Additional Commitment Date. As soon as possible following each Additional Commitment Date, each Specified Several Letter of Credit shall be amended to replace each Lender party hereto immediately prior to such Additional Commitment Date (each such Lender, a “Pre-existing Lender”) with each Lender party to this Agreement as of such Additional Commitment Date in accordance with each such Lender’s modified Percentage. Until a Specified Several Letter of Credit has been amended in accordance with this Section 1.16 each Pre-existing Lender shall be deemed to have sold and transferred to each Lender, and each such Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Pre-existing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Percentage, in such Specified Several Letter of Credit, each substitute Specified Several Letter of Credit, each drawing made thereunder, the obligations of any Borrower under this Agreement with respect thereto and any security therefore or guaranty pertaining thereto. Upon any change in the Commitments of the Lenders pursuant to Section 1.14 or 12.04(b), it is hereby agreed that, with respect to all outstanding Specified Several Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 1.16 to reflect the new Percentages of the assigning and assignee Lender. (d) In determining whether to pay under any Specified Several Letter of Credit, no Pre-existing Lender shall have any obligation relative to the Lenders other than to determine that any documents required to be delivered under such Specified Several Letter of Credit have been delivered and that they appear to substantially comply on their face with the requirements of such Specified Several Letter of Credit, which obligation, it is understood, is being performed by the Issuing Agent, and upon whom each Pre-existing Lenders shall be entitled to rely. Any action taken or omitted to be taken by any Pre-existing Lender under or in connection with any Specified Several Letter of Credit issued by it shall not create for such Pre-existing Lender any resulting liability to any Borrower, any Lender or any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) In the event that any Pre-existing Lender makes any payment under any Specified Several Letter of Credit issued by it and the respective Borrower shall not have reimbursed such amount in full to each Pre-existing Lender pursuant to Section 2.05, such Pre-existing Lender shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender of such failure, and each such Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Pre-existing Lender, the amount of such Lender’s Percentage of such payment in Dollars and in same day funds. If the Administrative Agent so notifies any Lender required to fund a payment under a Specified Several Letter of Credit prior to 11:00 A.M. (New York time) on any Business Day, such Lender shall make available to the Administrative Agent at the Payment Office for the account of the respective Pre-existing Lender such Lender’s Percentage of the amount of such payment on such Business Day in same day funds (and, to the extent such notice is given after 11:00 A.M. (New York time) on any Business Day, such Lender shall make such payment on the immediately following Business Day). If and to the extent such Lender shall not have so made its Percentage of the amount of such payment available to the Administrative Agent for the account of the respective Pre-existing Lender, such Lender agrees to pay to the Administrative Agent for the account of such Pre-existing Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Pre-existing Lender at the overnight Federal Funds Rate for the first three days and at the interest rate applicable to Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any Lender to make available to the Administrative Agent for the account of the respective Pre-existing Lender its Percentage of any payment under any Specified Several Letter of Credit issued by it shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Pre-existing Lender its Percentage of any payment under any such Several Letter of Credit on the date required, as specified above, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent for the account of such Pre-existing Lender such other Lender’s Percentage of any such increasepayment. (f) Whenever any Pre-existing Lender receives a payment of a reimbursement obligation as to which the Administrative Agent has received for the account of such Pre-existing Lender any payments from the Lenders pursuant to clause (e) above, such Pre-existing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has paid its Percentage thereof same day funds, an amount equal to such Lender’s Percentage of the principal amount thereof and interest thereon accruing after the purchase of the respective participations. (g) The obligations of the Lenders to make payments to the Administrative Agent for the account of the respective Pre-existing Lender with respect to Specified Several Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) Any additional bankthe existence of any claim, financial institution set-off, defense or other entity whichright which the Company or any of its Subsidiaries may have at any time against a beneficiary named in a Specified Several Letter of Credit, with the consent any transferee of the Borrower and any Specified Several Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, elects to become a “any Pre-existing Lender” under this Agreement , or other Person, whether in connection with this Agreement, any Specified Several Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction described between the Company or any of its Subsidiaries and the beneficiary named in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”any such Specified Several Letter of Credit), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender).; (iii) On each Increased Facility Closing Date with any draft, certificate or other document presented under the Specified Several Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect to which there are Loans then outstanding, or any statement therein being untrue or inaccurate in any respect; (iv) the New Lender(ssurrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds occurrence of which will be used to prepay the Loans any Default or Event of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing DateDefault.

Additional Commitments. (ia) The Borrower So long as no Default or Event of Default then exists or would result therefrom, the Borrowers, in consultation with the Administrative Agent, shall have the right at any time and any from time to time on or prior to the 180th day prior to the original Maturity Date and upon at least 30 days’ prior written notice to the Administrative Agent, to request on one or more occasions that one or more Lenders (including New Lendersand/or one or more other Persons which will become Lenders as provided below) mayprovide Additional Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Commitment Agreement, make Revolving Loans and/or Term Loans pursuant to Section 1.01; it being understood and agreed, however, that (i) the Borrowers, in consultation with the Administrative Agent, shall determine the allocation of the Additional Commitment between Revolving Loans and Term Loans, (ii) no Lender shall be obligated to provide an Additional Commitment as a result of any request by the Borrowers, (iii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Lender shall not be obligated to fund any Term Loans or Revolving Loans, or participate in any Letters of Credit, in excess of the amounts provided for in Sections 1.01 or 2.03, as the case may be, before giving effect to such Additional Commitments provided pursuant to this Section 1.16, (iv) any Lender (or, in the circumstances contemplated by clause (viii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Commitment without the consent of any other Lender (it being understood and agreed that the consent of the Administrative Agent (shall be required if any such consent not Additional Commitments are to be unreasonably withheld or delayed)provided by a Person which is not already a Lender, at any time after the Effective Date, agree that such Lenders which consent shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (iv) each provision of Additional Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (viii) below, Eligible Transferees who will become Lenders)) of at least $50,000,000, (vi) the aggregate amount of the all Additional Commitments may not permitted to be increased by an amount greater than $500,000,000, (ii) each increase effected provided pursuant to this paragraph Section 1.16, shall not exceed $250,000,000, (vii) the up-front fees payable to any Lender (including any Eligible Transferee that will become a Lender as contemplated by clause (viii) below) providing an Additional Commitment shall be as set forth in the relevant Additional Commitment Agreement, (viii) the Borrowers shall have the right, in addition to requesting the then existing Lenders to provide Additional Commitments pursuant to this Section 1.16, to request Additional Commitments from Persons which would qualify as Eligible Transferees hereunder, provided that any such Additional Commitments provided by any such Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $5,000,000 5,000,000, and (ix) all actions taken by the Borrowers pursuant to this Section 1.16(a) shall be done in consultation with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.16, (i) the Borrowers, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Additional Commitment (each, an “Additional Lender”) shall execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit N, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith, the satisfaction of any conditions precedent that may be set forth in such Additional Commitment Agreement and the satisfaction of the other conditions in this Section 1.16(b) to the reasonable satisfaction of the Administrative Agent), (ii) the Borrowers shall, in coordination with the Administrative Agent, repay outstanding Term Loans and/or Revolving Loans of the Lenders, and incur additional Term Loans and/or Revolving Loans from other Lenders, in each case so that the Lenders continue to participate in each Borrowing of Term Loans and Revolving Loans pro rata on the basis of their respective Term Loan Commitments and Revolving Loan Commitments (after giving effect to any increase in such Commitments pursuant to this Section 1.16) and with the Borrowers being obligated to pay the respective Lenders the costs of the type referred to in (and in accordance with the provisions of) Section 1.12 as a result of any such repayment and/or Borrowing, and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during Borrowers shall deliver to the term Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinion of this Agreement. No Lender shall have any obligation counsel delivered to participate in any increase described in this paragraph unless it agrees in writing the Administrative Agent on the Effective Date pursuant to do so in its sole discretionSection 5.02. The Administrative Agent shall promptly give notice notify each Lender as to all Lenders the occurrence of any each Additional Commitment Date, and (w) on each such increase. (ii) Any additional bankdate, financial institution or other entity whichthe Total Term Loan Commitment and/or the Total Revolving Loan Commitment, with the consent of the Borrower as applicable, and the Administrative AgentTotal Commitment under, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender and for all purposes of, this Agreement shall be increased by the applicable portion of the aggregate amount of such Additional Commitments, (x) on each such date, Schedule I shall be deemed modified to reflect the revised Commitments, (y) upon surrender of any old Term Loan Notes and/or Revolving Loan Notes by the respective Additional Lender (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the same extent as if originally a party hereto and shall be bound by and entitled Borrowers), to the benefits extent requested by any Additional Lender, a new Term Loan Note and/or Revolving Loan Note be issued, at the joint and several expense of this Agreement the Borrowers, to such Additional Lender, to be in conformity with the requirements of Section 1.06 (other than with appropriate modifications) to the extent needed to reflect the revised Commitments of such Lender and (z) on each such date with respect to the payment all outstanding Letters of any fees or interest prior Credit and Unpaid Drawings, there shall be an automatic adjustment to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among participations by the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect such Letters of Credit and Unpaid Drawings to such Increased Facility Closing Datereflect the new Percentages of the Lenders.

Additional Commitments. (a) Schedule 1 hereto sets forth the Additional Commitment of each Additional Lender as of the Assumption Effective Date. The Additional Commitment of each Additional Lender shall be several and not joint. (b) The Additional Commitments and the Loans and other extensions of credit made thereunder shall have the same terms as those applicable to the Commitments in effect immediately prior to the Assumption Effective Date and the Loans and other extensions of credit made thereunder, respectively. With effect from the Assumption Effective Date, the Additional Lenders shall constitute “Qualified Additional Lenders” and “Lenders”, the Additional Commitments shall constitute “Commitments” and the loans made thereunder shall constitute “Loans” (and not Other Credit Extensions), in each case for all purposes of the Credit Agreement and the other Loan Documents. (i) The Borrower and any one or more Lenders (including New Lenders) may, with Upon the consent effectiveness of the Administrative Agent (Additional Commitments, each Lender immediately prior to such consent not effectiveness will automatically and without further act be deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be unreasonably withheld or delayed)deemed to have assumed, at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount a portion of such increase and (b) ▇▇▇▇▇▇’s participations under the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Credit Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form outstanding Letters of Exhibit B-2, whereupon Credit 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect theretoto each such deemed assignment and assumption of participations, the resulting percentage of the aggregate outstanding participations under the Credit Agreement in Letters of Credit held by each Lender (including each such Additional Lender) will equal such Lender’s Pro Rata Share and (ii) if, on the Assumption Effective Date, there are any Loans outstanding are allocated ratably among outstanding, such Loans shall, upon the Lenders effectiveness of the Additional Commitments, be prepaid from the proceeds of new Loans made under the Credit Agreement, which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.02 based 2.4 of the Credit Agreement. (d) The Borrower hereby agrees to pay to each Additional Lender, through the Administrative Agent, in immediately available funds, an upfront fee (the “Upfront Fee”) equal to 0.375% of each Additional Lender’s Additional Commitment, as set forth in Schedule 1 hereto, on their respective unused Commitments after giving effect to such Increased Facility Closing the Assumption Effective Date. Once paid, the Upfront Fee shall not be refundable under any circumstances.

Additional Commitments. (ia) The Borrower and any one or more Lenders (including New Lenders) may, with Company shall have the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)right, at any time and from time to time, after the Effective Date and prior to the Commitment Expiration Date (b) The effectiveness of Additional Commitments pursuant to this Section 2.27 shall be subject to the occurrence of the following: (i) the Company, agree that such Lenders each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall obtain or increase the amount of their Commitments by executing have executed and delivering delivered to the Administrative Agent an Increased Facility Activation Notice specifying Additional Commitment Agreement substantially in the form of Exhibit H or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (a) with the amount effectiveness of such increase Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent satisfaction of the Required Lenders (such consent not other conditions set forth in this Section 2.27 to be unreasonably withheld or delayed), (i) the aggregate amount reasonable satisfaction of the Commitments may not be increased by an amount greater than $500,000,000Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each increase effected pursuant respective beneficiary thereunder to this paragraph the respective Issuing Agent and shall be in a minimum amount either have been cancelled and/or exchanged for new or amended Several Letters of at least $5,000,000 Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) no more than eight Increased Facility Closing Dates may be selected by if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Borrower during the term of this Agreement. No Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have any obligation provided to participate in any increase the Company the appropriate documentation described in this paragraph unless it agrees Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in writing form and substance reasonably satisfactory to do so the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in its sole discretionthe opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly give notice notify each Lender as to all Lenders the occurrence of any each Additional Commitment Date, and (x) on each such increase. (ii) Any additional bankdate, financial institution or other entity whichthe Total Commitment under, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes of, this Agreement and to the same extent as if originally a party hereto and each other Credit Document shall be bound increased by and entitled to the benefits aggregate amount of this Agreement such Additional Commitments, (other than with respect to the payment of any fees or interest prior to the date y) on each such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstandingdate, the New Lender(s) and/or the Lender(s) that have increased their Commitments Commitment Schedule shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.deemed modified to

Additional Commitments. (ia) In the event that the Borrower wishes to increase the Commitments at any time when no Default or Event of Default has occurred and is continuing or would exist after giving effect thereto, it shall notify the Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase, the Banks and other Persons agreeing to participate therein and the proposed effective date thereof (such notice, a “Commitment Increase Notice”). The Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent and any Issuing Banks (such consent which consents shall not to be unreasonably withheld or delayedwithheld), at any time after offer one or more additional banks, financial institutions or other entities the Effective Date, agree that such Lenders shall obtain opportunity to participate in all or increase a portion of the amount of their Commitments by executing and delivering Proposed Increase Amount pursuant to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and paragraph (b) below. (b) Any Bank which agrees with the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not Borrower to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected its Commitment pursuant to this paragraph Section 2.13 shall execute a Commitment Increase Supplement with the Borrower and the Agent, substantially in the form of Exhibit C, whereupon such Bank shall be in a minimum bound by and entitled to the benefits of this Agreement with respect to the full amount of at least $5,000,000 its Commitment as so increased, and (iii) no more than eight Increased Facility Closing Dates may Schedule 2.01 shall be selected by deemed to be amended to so increase the Borrower during the term Commitment of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increaseBank. (iic) Any additional bank, financial institution or other entity which, which agrees with the consent of Borrower to participate in the increased Commitments pursuant to this Section 2.13 shall execute an Additional Bank Supplement with the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2D, whereupon such bank, financial institution or other entity (a an “New LenderAdditional Bank”) shall become a Lender Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Additional Bank as so agreed; provided that the Commitment of any such Additional Bank shall be in an amount not less than $5,000,000. (other than with respect d) Notwithstanding anything to the payment contrary in this Section 2.13, (i) in no event shall any increase in Commitments pursuant to this Section 2.13 cause the Commitments hereunder to exceed $800,000,000 and (ii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. It shall be a condition to the effectiveness of any fees or interest prior increase in the Commitments pursuant to this Section 2.13 that on the proposed effective date therefor that the conditions set forth in Sections 5.01(b) and (c) are then satisfied (and the Borrower shall be deemed to have made a representation and warranty as of such New Lender becomes a Lenderdate to such effect). (iiie) On each Increased Facility Closing Date Upon any increase in the Commitments pursuant to this Section 2.13 becoming effective, the shares of the Banks (including any Additional Banks) in any outstanding Letters of Credit shall be adjusted to be in proportion to their new Bank Percentages. The Agent shall also be entitled, upon any such effectiveness, to establish arrangements, which may be inconsistent in certain respects with other provisions of the Agreement but which it believes to be reasonable in the circumstances (with the intention of minimizing expense to the Borrower under Section 2.17 and disruptions for the Banks), to provide for the Additional Banks and the Banks with increasing Commitments to make Standby Loans over a reasonable period on a basis that makes their participation in the outstanding Standby Borrowings proportional to their new Bank Percentages and during such period for the Banks to receive ratable treatment with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make outstanding Standby Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. Borrower shall have the right, no more than two (i2) The Borrower and any one or more Lenders (including New Lenders) may, with times during the consent term of the Loan, to request that Administrative Agent (such consent not permit additional Commitments to be unreasonably withheld or delayedadded under the terms of this Agreement in excess of the Lenders’ then outstanding Commitments in a minimum increment of at least Ten Million Dollars ($10,000,000), at any time after or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the Effective Daterequested amount being, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering “Additional Commitment Amount”), subject to the Administrative Agent an Increased Facility Activation Notice specifying following: (a) the The aggregate amount of such increase and the Lenders’ Commitments shall not exceed One Hundred Fifty Million Dollars ($150, 000,000). (b) Any such request shall be made by Borrower giving written notice (the applicable Increased Facility Closing Date“Additional Commitment Notice”) to Administrative Agent, which notice shall set forth such details with respect thereto as are reasonably requested by Administrative Agent. Notwithstanding Upon receipt of the foregoingAdditional Commitment Notice, Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. Administrative Agent shall notify Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of the Required Lenders any other Lender, subject, however, to (i) no Default or Event of Default being in existence at such consent not to be unreasonably withheld or delayed)time, (iii) Borrower issuing substitute Notes, (iii) the Accepting Lenders paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Loans and L/C Obligations matches the Commitments may not be ratio of its increased by an amount greater than $500,000,000, (ii) each increase effected pursuant Commitment to this paragraph shall be in a minimum the aggregate amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused revised Commitments after giving effect to the Additional Commitment Amount, (iv) Borrower, the Accepting Lenders and Administrative Agent executing such Increased Facility Closing Dateother documents evidencing such adjustments in the Commitments and the Loans as shall be reasonable acceptable to Borrower, the Accepting Lenders, Administrative Agent and the L/C Issuer and (v) Borrower paying all of Administrative Agent’s reasonable out-of- pocket expenses in connection with the foregoing. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with clause (b) above, Borrower may designate one or more proposed lenders to Administrative Agent and the L/C Issuer to become Lenders under this Agreement with respect to such balance of the Additional Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless Administrative Agent consents thereto), subject in each case to the prior approval of Administrative Agent and the L/C Issuer, which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Assignee. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) Borrower issuing substitute Notes to the new Lenders, (iii) such new Lenders paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans and L/C Obligations matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) Borrower, the new Lenders and Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Loans as shall be reasonably acceptable to Borrower, Administrative Agent and the L/C Issuer, including each such new Lender’s compliance with the provisions of clauses (ii), (iii) and (v) of Section 9.04(b), and (v) Borrower paying all of Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such new Lenders in accordance with the immediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments and the Loans, the addition of new Lenders and the other matters contemplated by this Section.

Additional Commitments. At any time prior to the Maturity Date (i) The as such date may be extended pursuant to Section 2.15), the Borrower and any one or more Lenders (including New Lenders) may, with the consent of by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such consent notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); provided, however, that (i) no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders ) and shall obtain or increase the amount of their Commitments become a party to this Agreement by executing completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an Increased Facility Activation Notice specifying (a) “Accession Agreement”). Upon the amount effectiveness of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not any Accession Agreement to be unreasonably withheld or delayed)which any Eligible Assignee is a party, (i) the aggregate amount such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of the Commitments may not be increased by an amount greater than $500,000,000, a Lender hereunder and (ii) each increase effected pursuant to this paragraph Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in a minimum such Accession Agreement. The Borrower shall borrow the full amount of at least $5,000,000 each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender all Incremental Lenders shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bankconstitute Lenders, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 all other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender)Loan Documents. (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. At any time on or before December 15, 2008, the Borrower shall have the right, exercisable no more than two (2) times, to request that the Administrative Agent permit additional Commitments to be added under the terms of this Agreement in excess of the Lenders’ then outstanding Commitments in a minimum increment of at least Fifty Million Dollars ($50,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the requested amount being, the “Additional Commitment Amount”), to be allocated to the Commitments, subject to the following: (i) The aggregate amount of the Lenders’ Commitments shall not exceed One Billion Dollars ($1,000,000,000) less the amounts of any prior reductions or terminations of Commitments pursuant to Section 2.09(d), and (ii) the Additional Commitment Amount shall not exceed Three Hundred Million Dollars ($300,000,000) in the aggregate. (b) Any such request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent before September 15, 2008, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any one Lender rejects the offer to increase its respective Commitment or more accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including New any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders) may. If such acceptances are satisfactory to the Borrower, with the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes, (iii) the Accepting Lenders paying to the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent on behalf of the Required Lenders (such consent not to be unreasonably withheld or delayed), (iother Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Initial Accepting Lender’s pro rata share of outstanding Loans and LC Exposure, if applicable, matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans as shall be reasonably acceptable to the Borrower, the Accepting Lenders, the Administrative Agent and the Issuing Lender and (v) the Borrower paying all of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be Administrative Agent’s reasonable out-of-pocket expenses in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by connection with the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionforegoing. The Administrative Agent shall promptly give notice pay to all the applicable Lenders their share of any such increasepayments received from the Accepting Lenders in accordance with the immediately preceding sentence. (iic) Any additional bankNotwithstanding anything to the contrary contained herein, financial institution or other entity which, with if the consent Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with paragraph (b) above, the Borrower may designate one or more proposed lenders to the Administrative Agent and the Administrative Agent, elects Issuing Lender to become a “Lenders under this Agreement with respect to such balance of the Additional Commitment Amount (but in no event with proposed commitments of less than $10,000,000 unless the Administrative Agent consents thereto), subject in each case to the prior approval of the Administrative Agent and the Issuing Lender” , which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Assignee. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in connection accordance with their respective Commitments without the consent of any transaction described other Lenders, subject, however, to (i) no Default or Event of Default being in Section 2.01(b)(iexistence at such time, (ii) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and Borrower issuing substitute Notes to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). new Lenders, (iii) On each Increased Facility Closing Date with respect such new Lenders paying to which there are Loans then outstanding, the New Lender(s) and/or Administrative Agent (on behalf of the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, ) the aggregate amount determined by the Administrative Agent to be necessary so that, after giving effect thereto, that each new Lender’s pro rata share of outstanding Loans and LC Exposure matches the resulting Loans outstanding are allocated ratably among ratio of its Commitment to the Lenders in accordance with Section 2.02 based on their respective unused aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower, the new Lenders and the Administrative Agent executing such Increased Facility Closing Dateother documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Loans as shall be reasonably acceptable to the Borrower, the Administrative Agent and the Issuing Lender, including each such new Lender’s compliance with the provisions of clauses (ii), (iii) and (v) of Section 9.04(b), and (v) the Borrower paying all of the Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such new Lenders in accordance with the immediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments and the Loans, the addition of new Lenders and the other matters contemplated by this Section.” (cc) Schedule 2.01 is hereby deleted in its entirety and replaced with Schedule 2.01 attached hereto.

Additional Commitments. (a) The Borrower may notify the Agent if one or more of the Lenders or any other bank, financial institution, trust, fund or other entity has agreed to commit Additional Commitments by delivering an Additional Commitment Notice to the Agent. (b) An Additional Commitment Notice is irrevocable and will not be regarded as having been duly completed unless: (i) it lists each Proposed Additional Lender, together with its Proposed Additional Commitment for Facility A and/or Facility B; (ii) it specifies that no Default has occurred and is continuing as at the date of the Additional Commitment Notice or would reasonably be expected to occur as a result of the Borrower borrowing the Requested Amount; and (iii) it specifies that borrowing the Requested Amount would not cause any borrowing or similar limit binding on the Borrower to be exceeded. (c) If each of the conditions set out in paragraph (d) below have been satisfied in form and substance satisfactory to the Agent, the Agent shall, as soon as reasonably practicable: (i) execute each Additional Lender Accession Notice; (ii) execute the Additional Commitment Notice; (iii) notify the Borrower and each Additional Lender that it is satisfied that each of the conditions set out in paragraph (d) below have been met, whereupon: (A) each Additional Lender party to an Additional Lender Accession Notice shall become a Party as a Facility A Lender and/or a Facility B Lender; (B) the amount of the Additional Commitments will increase Facility A and Facility B respectively in accordance with the Proposed Additional Commitments for Facility A and the Proposed Additional Commitments for Facility B set out in the Additional Commitment Notice; and (C) subject to the terms of this Agreement, the Additional Lenders shall make available to the Borrower a term loan facility in an aggregate amount equal to the Total Additional Commitments. (d) The conditions referred to in paragraph (c) above are: (i) delivery to the Agent of a duly completed and executed Additional Commitment Notice by the Borrower not later than the date falling three Months after the initial Utilisation Date less five Business Days; (ii) delivery to the Agent of a duly executed Additional Lender Accession Notice by each Proposed Additional Lender and, in each case, the Borrower not later than the date falling three Months after the initial Utilisation Date less five Business Days; (iii) that the Requested Amount is equal to the aggregate of the Proposed Additional Commitments; (iv) the Proposed Additional Commitment of each Proposed Additional Lender is equal to the Additional Commitment of that Additional Lender; (v) the Agent satisfying itself that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the accession of each Proposed Additional Lender; and (vi) the provision by the Borrower of such other details, Authorisations or other documents, opinions or assurances as the Agent may reasonably require (if the aggregate amount of the Total Commitments and the Requested Amount exceeds the amount approved in the corporate authorisations delivered as conditions precedent under Clause 4.1 (Initial conditions precedent) and it has notified the Borrower accordingly prior to the date falling five Business Days after receipt by the Agent of an Additional Commitment Notice). (e) On the Additional Commitments Establishment Date, each Additional Lender expressly acknowledges and gives each confirmation contained in Clause 22.4 (Limitation of responsibility of Existing Lenders) as if: (i) that Additional Lender was a New Lender under that clause; and (ii) each Finance Party (other than that Additional Lender) was an Existing Lender under that clause. (f) Prior to the issuance of an Additional Commitment Notice, the Borrower shall invite each Lender to provide any Additional Commitments. (g) Each Finance Party irrevocably authorises and instructs the Agent to execute on its behalf any Additional Commitment Notice which has been duly completed and signed on behalf of the Borrower. (h) Each Finance Party (other than the relevant Proposed Additional Lender party to that Additional Lender Accession Notice) irrevocably authorises and instructs the Agent to execute on its behalf any Additional Lender Accession Notice which has been duly completed and signed on behalf of that Proposed Additional Lender and the Borrower and each Finance Party agrees to be bound by each such accession. (i) The Borrower and any may deliver only one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Additional Commitment Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of under this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (a) The Company shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Final Maturity Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more Additional Commitment Banks (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to clause (vi) below) provide Additional Commitments; it being understood and agreed, however, that (i) The Borrower no Additional Commitment Bank shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) until such time, if any, as (x) such Additional Commitment Bank has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Additional Commitment Bank shall not be obligated to make Revolving Loans or participate in Letters of Credit, in excess of the amounts provided for herein, before giving effect to such Additional Commitments provided pursuant to this Section 1.16, (iii) any Additional Commitment Bank (and/or one or more Lenders other Persons which will become Additional Commitment Banks as provided pursuant to clause (including New Lendersvi) may, with below) may so provide an Additional Commitment without the consent of any other Additional Commitment Bank (it being understood and agreed that the consent of the Administrative Agent and each Letter of Credit Issuer (such consent (in either case) not to be unreasonably withheld or delayed) shall be required if any such Additional Commitments are to be provided by a Person which is not already an Additional Commitment Bank), (iv) (x) each provision of Additional Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Additional Commitment Banks (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Additional Commitment Banks)) of at least $1,000,000 and (y) the aggregate amount of Additional Commitments provided pursuant to this Section 1.16 shall not exceed $100,000,000, (v) the up-front fees payable to any time Person providing an Additional Commitment in accordance with this Section 1.16 shall be as set forth in the relevant Additional Commitment Agreement, (vi) if, on or after the Effective Datetenth Business Day following the request by the Company of the then existing Additional Commitment Banks to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, agree the Company has not received Additional Commitments in an aggregate amount equal to that such Lenders shall obtain or increase the amount of their the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the notice provided by executing the Company to the Administrative Agent as provided above), then the Company may request Additional Commitments from other banks or financial institutions (unless otherwise agreed by the Company and delivering the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Additional Commitment Banks, and (vii) all actions taken by the Company pursuant to this Section 1.16 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.16, (i) the Company, the Administrative Agent and each such Additional Commitment Bank or other bank or financial institution which agrees to provide an Additional Commitment (each, an “Additional Bank”) shall execute and deliver to the Administrative Agent an Increased Facility Activation Notice specifying Additional Commitment Agreement substantially in the form of Exhibit E, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (a) with the amount effectiveness of such increase Additional Bank’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent satis- faction of the Required Lenders (such consent not other conditions in this Section 1.16 to be unreasonably withheld or delayed), (i) the aggregate amount reasonable satisfaction of the Commitments may not be increased by an amount greater than $500,000,000Administrative Agent), (ii) each increase effected pursuant if such Additional Bank is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes, such Additional Bank shall provide to this paragraph shall be the Company the appropriate Internal Revenue Service documentation described in a minimum amount of at least $5,000,000 and Section 4.04, (iii) no more than eight Increased Facility Closing Dates the Company and the Designated Subsidiary Borrowers shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be incurred pursuant to each Additional Commitment, together with evidence of good standing of the Company and each Designated Subsidiary Borrower (if requested) and (iv) the Company and each Designated Subsidiary Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to each of the Company and each Designated Subsidiary Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Banks on the Restatement Effective Date pursuant to Section 5.01(d) and such other matters as the Administrative Agent may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionreasonably request. The Administrative Agent shall promptly give notice notify each Additional Commitment Bank as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all Lenders purposes of, this Agreement shall be increased by the aggregate amount of any such increase. Additional Commitments and (iiy) Any additional bankon each such date, financial institution or other entity which, with Schedule I shall be deemed modified to reflect the consent revised Additional Commitments of the Borrower and affected Additional Commitment Banks. Notwithstanding anything to the Administrative Agentcontrary contained in this Agreement, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially increase in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and Total Commitment pursuant to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstandingSection 1.16, the New Lender(s) and/or Company and each Designated Subsidiary Borrower shall, in coordination with the Lender(s) Administrative Agent and the Banks, repay outstanding Revolving Loans of certain Banks and, if necessary, incur additional Revolving Loans from other Banks, in each case so that have increased such Banks participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments (after giving effect to such Increased Facility Closing Dateany increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Banks in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be for the account of the Company or the applicable Designated Subsidiary Borrower, as the case may be.

Additional Commitments. (ia) In the event that the Borrowers wish to increase the Commitments at any time when no Event of Default has occurred and is continuing, they shall notify the Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrower and any one or more Borrowers may offer to the existing Lenders (including New Lenders) mayand, with the consent of the Administrative Agent Agent, the Swingline Lender and any Issuing Lenders (such consent which consents shall not to be unreasonably withheld or delayedwithheld), at any time after one or more additional banks, financial institutions or other entities the Effective Date, agree opportunity to participate in all or a portion of the Proposed Increase Amount pursuant to Section 1.05(b). (b) Any Lender that such Lenders shall obtain or accepts an offer to it by the Borrowers to increase the amount of their Commitments by executing and delivering its Commitment pursuant to the Administrative Agent an Increased Facility Activation Notice specifying Section 1.05 (a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of such increase its Commitment as so increased, and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not Schedule 1.01 shall be deemed to be unreasonably withheld or delayed), (i) amended to so increase the aggregate amount Commitment of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increaseLender. (iic) Any additional bank, financial institution or other entity which, which the Borrowers select to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with the consent of the each Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2G, whereupon such bank, financial institution or other entity (a herein called an “New Additional 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 (other than with respect Agreement, and Schedule 1.01 shall be deemed to be amended to add the payment name and Commitment of such Additional Lender; provided that the Commitment of any fees or interest prior to the date such New Additional Lender becomes a Lender)shall be in an amount not less than $5,000,000. (d) Notwithstanding anything to the contrary in this Section 1.05, (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $900,000,000, (ii) in no event shall the aggregate principal amount of Loans and L/C Obligations owed by any Borrower exceed such Borrower’s Sublimit and (iii) On no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (e) Subject to the terms and conditions hereof, each Increased Facility Closing Date with respect Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an “Accordion Lender”) shall, on the date upon which there are its Commitment or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Revolving Loans then outstandingto each Borrower, and each Borrower shall prepay outstanding Revolving Loans owing to the New Lenders other than such Accordion Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans), the proceeds of which will be used to prepay the Loans of other Lenders, so in amounts such that, after giving effect theretoto the making of such Revolving Loans by such Accordion Lender and the prepayment of outstanding Revolving Loans owing to Lenders other than such Accordion Lender(s), the resulting aggregate principal amount of Revolving Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Increased Facility Closing Accordion Lender(s)) of the aggregate amount of the Revolving Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, each Borrower shall pay to the Administrative Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of Revolving Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e). (f) At the time the Borrowers submit a Commitment Increase Notice, they shall advise the Lenders of the proposed new Sublimits.

Additional Commitments. (i) The Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not Co-Borrowers may from time to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering notice to the Administrative Agent an Increased Facility Activation Notice specifying (a) Agent, request that, on the amount of such increase terms and (b) subject to the applicable Increased Facility Closing Date. Notwithstanding conditions contained in this Agreement, Qualified Additional Lenders provide up to the foregoing, without Additional Facilities Amount in the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), aggregate in additional Commitments; provided that (i) the aggregate amount no Default or Event of the Commitments may not Default shall have occurred and be increased by an amount greater than $500,000,000continuing or would occur after giving effect to such additional Commitments, (ii) each increase effected the loans under such additional Commitments shall rank pari passu with the Revolving Loans to be made pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and Section 2.1A(i), (iii) no more than eight Increased Facility Closing Dates may the representations and warranties in Section 5 shall be selected by true and correct in all material respects prior to and after giving effect to such additional Commitments, (iv) the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders maturity date of any such increase. (ii) Any additional bankCommitments shall be no earlier than, financial institution or other entity whichand no scheduled mandatory commitment reduction shall be required prior to, with the consent maturity date of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with existing Commitments (or any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”Other Credit Extensions constituting Commitments), substantially in (v) the form of Exhibit B-2, 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 terms (other than with respect to the payment pricing or maturity) of any fees or interest prior additional Commitments and the Revolving Loans to be made thereunder, to the date extent not consistent with the Commitments and the Revolving Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (vi) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(iii) exceeds by more than 50 basis points the Revolving Loan Yield at such New Lender becomes a Lendertime (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(iii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”). (iii) On each Increased Facility Closing Date with respect to which there are Loans , then outstanding, the New Lender(s) “LIBOR floor” and/or the Lender(s) Applicable Margin applicable to the Revolving Loans shall be increased such that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Dateincreases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Revolving Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Revolving Loans at such time, a “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Revolving Loans. Nothing contained in this Section 2.1A(iii) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Revolving Loans and/or participations incurred in connection with Letters of Credit and Swing Line Loans so as to cause the amount of such Revolving Loans and/or participations in connection with Letters of Credit and Swing Line Loans held by each Revolving Loan Lender to conform to the respective percentages of the applicable Commitments of the Revolving Loan Lenders as so adjusted and (b) the Co-Borrowers shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(iii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement among Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. ▇▇▇▇▇, the Borrowers, the Qualified Additional Lenders providing such additional Revolving Commitments and the Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrowers incur new Commitments under this Section 2.1A(iii), regardless of whether such Commitments are Other Credit Extensions, the Borrowers shall, after such time, (x) incur and repay Revolving Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrowers may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender, to amend the Loan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(iii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans, Canadian Prime Rate Loans, CDOR Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(iii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit and Swing Line Loans between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. (i) The Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not may from time to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering notice to the Administrative Agent an Increased Facility Activation Notice specifying Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (a) the amount no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such increase and additional Commitments, (b) the applicable Increased Facility Closing Date. Notwithstanding loans under such additional Commitments shall rank pari passu with the foregoing, without the consent of the Required Lenders (such consent not Loans to be unreasonably withheld or delayedmade pursuant to Section 2.1A(i), (ic) the aggregate amount representations and warranties in Section 5 shall be true and correct in all material respects prior to and after giving effect to such additional Commitments, (d) the maturity date of any additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the maturity date of the existing Commitments may not be increased by an amount greater than $500,000,000(or any Other Credit Extensions constituting Commitments), (iie) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, 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 terms (other than with respect to the payment pricing or maturity) of any fees or interest prior additional Commitments and the Loans to be made thereunder, to the date extent not consistent with the Commitments and the Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (f) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(ii) exceeds by more than 50 basis points the Revolving Loan Yield at such New Lender becomes a Lendertime (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(ii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”). (iii) On each Increased Facility Closing Date with respect to which there are Loans , then outstandingthe Floor, the New Lender(s) Term SOFR Adjustment and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used Applicable Margin applicable to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments shall be increased such that after giving effect to such Increased Facility Closing Dateincreases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “Term SOFR adjustment” or “SOFR floor” being applicable to the additional Commitments, the Term SOFR Adjustment or the Floor, respectively, applicable to the Loans shall be increased (or, in the event there is no Term SOFR Adjustment or Floor applicable to the Loans at such time, a Term SOFR Adjustment or Floor shall be added) to an amount not to exceed the “Term SOFR adjustment” or “SOFR Floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(ii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit 47 CREDIT AGREEMENT so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Borrower shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(ii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement among Holdings, U.S. Holdings, U.S. ▇▇▇▇▇, the Borrower, the Qualified Additional Lenders providing such additional Commitments and the Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrower incurs new Commitments under this Section 2.1A(ii), regardless of whether such Commitments are Other Credit Extensions, the Borrower shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrower may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender, to amend the Loan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(ii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of SOFR Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(ii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. At any time prior to the Maturity Date, the Borrower shall have the right, exercisable no more than four (4) times, to request that the Administrative Agent obtain additional Term Loan Commitments and/or Revolving Credit Commitments in excess of the Lenders’ then outstanding Term Loan Commitments and/or Revolving Credit Commitments in a minimum increment of at least Twenty-Five Million Dollars ($25,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the requested amount being, the “Additional Commitment Amount”), subject to the following: (a) The aggregate amount of the Lenders’ Commitments shall not exceed Eight Hundred Million Dollars ($800,000,000). (b) Any such request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent prior to the Maturity Date, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender does not accept in writing within ten (10) Business Days the offer to increase its respective Commitment, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not accept in writing its pro rata share of the Additional Commitment Amount within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) The no Default being in existence at such time, (ii) the Borrower and any one or more issuing substitute Notes to the Accepting Lenders in accordance with Section 2.09(f) if so requested by them, (including New Lendersiii) may, with the consent of Accepting Lenders paying to the Administrative Agent (such consent not on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be unreasonably withheld necessary so that each Accepting Lender’s pro rata share of outstanding Loans and LC Exposure matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower certifying that the representations and warranties of the Borrower Parties set forth herein (as updated from time to time in accordance with this Agreement) and in the other Loan Documents are true and correct in all material respects on and as of the date of the increase (except if any such representation or delayedwarranty is expressly stated to have been made as of a specific date, as of such specific date), at any time after (v) the Effective DateBorrower Parties, agree that the Accepting Lenders and the Administrative Agent executing such Lenders other documents evidencing such adjustments in the Commitments and the Loans as shall obtain or increase be reasonably acceptable to the amount Borrower, the Accepting Lenders, the Administrative Agent and the Issuing Lender, (vi) the Borrower paying the Administrative Agent for the account of their Commitments each Accepting Lender such upfront fees as shall be agreed to by executing the Borrower, (vii) the Borrower paying the Arranger such fees, if any, as shall be agreed to by the Borrower and delivering the Arranger prior to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and commencing its efforts under this paragraph (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (iviii) the aggregate amount Borrower paying all of the Commitments may not be increased by an amount greater than $500,000,000Administrative Agent’s reasonable and documented, (ii) each increase effected pursuant to this paragraph shall be out-of-pocket, expenses in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by connection with the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionforegoing. The Administrative Agent shall promptly give notice pay to all the applicable Lenders their share of any such increasepayments received from the Accepting Lenders in accordance with the immediately preceding sentence. (iic) Any additional bankNotwithstanding anything to the contrary contained herein, financial institution or other entity which, with if the consent Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount, the Borrower may designate one or more proposed lenders to the Administrative Agent and the Administrative Agent, elects Issuing Lender to become a “Lenders under this Agreement with respect to such balance of the Additional Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless the Administrative Agent consents thereto which consent shall not be unreasonably withheld, conditioned or delayed), subject in each case to the prior approval of the Administrative Agent and the Issuing Lender” , which approvals shall not be unreasonably withheld, conditioned or delayed so long as such proposed lenders are not Ineligible Institutions. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in connection accordance with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in their respective Commitments without the form of Exhibit B-2, 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 (other than with respect to the payment consent of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so thatsubject, after giving effect theretohowever, to (i) no Default being in existence at the resulting Loans outstanding are allocated ratably among time of increase, (ii) the Borrower issuing substitute Notes to the new Lenders in accordance with Section 2.02 based 2.09(f), (iii) such new Lenders paying to the Administrative Agent (on their respective unused behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans and LC Exposure matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower Parties, the new Lenders and the Administrative Agent executing such Increased Facility Closing Dateother documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments, Loans and, for purposes of this Section 9.14, participations in LC Exposure, as shall be reasonably acceptable to the Borrower, the Administrative Agent and the Issuing Lender, and (v) the Borrower paying all of the Administrative Agent’s reasonable, and documented, out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such new Lenders in accordance with the immediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into Modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments, Loans and, for purposes of this Section 9.14, participations in LC Exposure, the addition of new Lenders and the other matters contemplated by this Section 9.14.

Additional Commitments. (ia) In the event that the Borrowers wish to increase the Commitments at any time when no Event of Default has occurred and is continuing, they shall notify the Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrower and any one or more Borrowers may offer to the existing Lenders (including New Lenders) mayand, with the consent of the Administrative Agent (such which consent shall not to be unreasonably withheld or delayedwithheld), at any time after one or more additional banks, financial institutions or other entities the Effective Date, agree that such Lenders shall obtain opportunity to participate in all or increase a portion of the amount of their Commitments by executing and delivering Proposed Increase Amount pursuant to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and Section 1.05(b). (b) Any Lender that accepts an offer to it by the applicable Increased Facility Closing Date. Notwithstanding Borrowers to increase its Commitment pursuant to Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the foregoingAdministrative Agent, without substantially in the consent form of Exhibit F, whereupon such Lender shall be bound by and entitled to the Required Lenders (such consent not benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be unreasonably withheld or delayed), (i) amended to so increase the aggregate amount Commitment of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increaseLender. (iic) Any additional bank, financial institution or other entity which, which the Borrowers select to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with the consent of the each Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2G, whereupon such bank, financial institution or other entity (a herein called an “New Additional 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 Agreement, and Schedule 1.01 shall be deemed to be amended to add the name and Commitment of such Additional Lender; provided that the Commitment of any such Additional Lender shall be in an amount not less than $5,000,000. (other than with respect d) Notwithstanding anything to the payment of contrary in this Section 1.05, (i) in no event shall any fees or interest transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed (x) prior to the date occurrence of both Contingent Increase Effective Dates, $4,575,000,000 and (y) from and after the occurrence of (I) the PNM Joinder Effective Date (but not the TNMP Joinder Effective Date), $4,800,000,000 (II) the TNMP Joinder Effective Date (but not the PNM Joinder Effective Date), $4,775,000,000 and (III) both Contingent Increase Effective Dates, $5,000,000,000, (ii) in no event shall the aggregate principal amount of Loans owed by any Borrower exceed such New Borrower’s Sublimit, (iii) no Lender becomes a Lender)shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (iv) any increase of Commitments pursuant to this Section 1.05 shall be subject to the satisfaction of the conditions set forth in Section 5.02(a) (as modified as for extensions of credit made after the Closing Date) and Section 5.02(b) on the applicable Accordion Effective Date. (iiie) On Subject to the terms and conditions hereof, each Increased Facility Closing Date with respect Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an “Accordion Lender”) shall, on the date upon which there are its Commitment or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans then outstandingto each Borrower, and each Borrower shall prepay outstanding Loans owing to the New Lenders other than such Accordion Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans), the proceeds of which will be used to prepay the Loans of other Lenders, so in amounts such that, after giving effect theretoto the making of such Loans by such Accordion Lender and the prepayment of outstanding Loans owing to Lenders other than such Accordion Lender(s), the resulting aggregate principal amount of Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Increased Facility Closing Accordion Lender(s)) of the aggregate amount of the Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, each Borrower shall pay to the Administrative Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e). (f) At the time the Borrowers submit a Commitment Increase Notice, they shall advise the Lenders of the proposed new Sublimits.

Additional Commitments. (A) KECI may request that the Total Commitments be increased by the provision of additional commitments under the Facility (each such increase being a “Requested Additional Commitment”), by providing written notice to the Facility Agent (such notice being an “Additional Commitment Notice”) provided that, (i) The Borrower and any one or more Lenders (including New Lenders) may, with the consent Additional Commitment Notice shall be delivered prior to the expiry of the Administrative Agent Availability Period; (ii) the increase in and/or, as the case may be, assumption of Requested Additional Commitments is to take effect before the expiry of the Availability Period; (iii) the Total Commitments would not exceed USD 125,000,000 immediately following such consent not to be unreasonably withheld or delayed), increase; (iv) the aggregate Requested Additional Commitments by which the Total Commitments have at any given time after been increased pursuant to this Clause 3.2(A) shall not exceed USD 50,000,000; (v) no Event of Default is continuing or would arise as a result of the Effective Dateprovision of the Requested Additional Commitment; and (vi) the terms of the Requested Additional Commitment shall, agree that such Lenders shall obtain or increase the amount for all purposes of their Commitments by executing and delivering this Agreement, be treated pursuant to the Administrative Agent an Increased Facility Activation terms of this Agreement in the same manner as the existing Commitments. (B) Each Additional Commitment Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), shall: (i) confirm that the requirements of clause 3.2(A) above are fulfilled; and (ii) specify the date upon which the Requested Additional Commitment is anticipated to be made available to the Borrower (the “Additional Commitment Date”). (C) Upon receipt of any notice pursuant to clause 3.2(A) above, the Facility Agent shall promptly notify the Lenders of such request, and on or before the Additional Commitment Date, each Lender shall inform the Facility Agent of the amount in the Base Currency of the Requested Additional Commitment which it will make available on a committed basis (each a “Committed Additional Participation”). The Facility Agent shall promptly notify KECI of the details of each Committed Additional Participation. (D) If, on the Additional Commitment Date, the aggregate amount of the Commitments may not be increased by an amount greater Committed Additional Participation is less than $500,000,000the Requested Additional Commitment, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during may agree with any bank or financial institution which is not a Lender (each an “Additional Lender”) that they will participate in the term Facility provided that: (i) any such Additional Lender agrees to become a Lender under this Agreement and make available a Commitment on the terms and conditions of this Agreement. No Lender shall have any obligation Agreement and the Borrower notifies the Facility Agent of the same, on or prior to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase.the Additional Commitment Date; and (ii) Any additional bankKECI shall procure that on or prior to the Additional Commitment Date, financial institution or other entity whichsuch Additional Lender delivers a Lender Accession Notice in the form set out in Schedule 7 (Form of Lender Accession Notice) duly completed and signed on behalf of the Additional Lender and specifying its Committed Additional Participation to the Facility Agent. (E) Subject to the conditions in paragraphs (B) and (D) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Committed Additional Participation for Utilisation under the Facility in accordance with the consent terms of this Agreement (as amended); (ii) the Committed Additional Participation shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Committed Additional Participation provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made, at the Borrower’s election, by the Facility Agent making utilisations from the Committed Additional Participation in priority to utilisations from Commitments under the Facility to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (F) Each Additional Lender shall become a party to the Finance Documents (and be entitled to share in the Security created under the Security Documents in accordance with the terms of the Finance Documents) if such Additional Lender accedes to the Finance Documents in accordance with the Finance Documents. (G) Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lender and each Party agrees to be bound by such accession. The Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (H) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (and LC Issuing Bank) (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all (i) “know your customer” requirements or (ii) other similar checks required, in each case by law, regulation or the LC Issuing Bank’s mandatory internal policy (as consistently applied) regarding environmental issues, each in relation to the accession of such Additional Lender. (I) On the date that the Facility Agent executes a Lender Accession Notice: (i) the Additional Lender party to that Lender Accession Notice, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Commitment specified by it as its Committed Additional Participation; and (ii) that Additional Lender shall become a Party to this Agreement as a “Lender”. (J) Clause 21.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 3.2 in relation to an Additional Lender as if references in that clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Additional Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”. (K) To the extent that the Total Commitments would exceed USD 75,000,000 immediately following such increase, on the Additional Commitment Date the Borrower shall pay to the Facility Agent, for the account of the Lenders to share rateably in accordance with their Committed Additional Participation, a fee to be agreed between the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon Facility Agent at 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender)time. (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. (i1) Provided there exists no Event of Default or Potential Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request in a writing delivered at any time during the Initial Period additional Commitments from the Lenders of not less than $10,000,000. The Effective Aggregate Commitments under this Agreement shall not exceed $250,000,000, and no more than one such request may be made. 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 Business Days from the date of delivery of such notice to the Lenders). (2) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. (3) The Administrative Agent shall notify the Borrower and any one or more Lenders (including New each Lender of the Lenders) may, with ' responses to each request made hereunder. To achieve the consent full amount of a requested increase and subject to the approval of the Administrative Agent and the Swing Line Lender (such consent which approval shall not to be unreasonably withheld or delayedwithheld), at any time after the Effective Date, agree that such Borrower may also invite additional Eligible Assignees to become Lenders shall obtain or increase the amount of their Commitments by executing pursuant to a joinder agreement in form and delivering substance satisfactory to the Administrative Agent an Increased Facility Activation Notice specifying and its counsel. (a4) If the amount Aggregate Commitments are increased in accordance with this Paragraph 2(o), the Administrative Agent and the Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionincrease. The Administrative Agent shall promptly give notice to all notify the Borrower and the Lenders of any the final allocation of such increase and the Increase Effective Date. (5) As conditions precedent to or concurrent with such increase., the Borrower shall: (i) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances, Mortgage Policies, endorsements to Mortgage Policies and other instruments as the Administrative Agent, the Swing Line Lender or any Lender through the Administrative Agent may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted by applicable law, subject any Loan Party or any of its Subsidiaries' properties, assets, rights or interests to the Liens now or hereafter required to be covered by any of the Collateral Documents, (C) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens required to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and conform more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party; and (ii) Any additional bank, financial institution or other entity which, with deliver to the consent Administrative Agent a certificate of each Loan Party dated as of the Borrower Increase Effective Date (in sufficient copies for each Lender) signed by an Authorized Officer of each such Person (i) certifying and attaching the Administrative Agent, elects resolutions adopted by such Person approving or consenting to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(isuch increase and (ii) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form case of Exhibit B-2the Borrower, 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 (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so certifying that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments before and after giving effect to such Increased Facility Closing increase, (A) the representations and warranties contained in Paragraph 6 and the other Loan Documents are true and correct 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 as of such earlier date, and except that for purposes of this Paragraph 2(o), the representations and warranties contained in Paragraph 6 shall be deemed to refer to the most recent statements furnished pursuant to Paragraph 7(a), and (B) no Event of Default or Potential Default exists; and (iii) make arrangements to insure the prepayments of any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Paragraph 2(g)) to the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares arising from any nonratable increase in the Commitments under this Paragraph 2(o).

Additional Commitments. (i) The Borrower At any time and any from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (including New Lendersin the case of an existing Lender) mayor assume a Commitment (in the case of any other lending institution) and, with in the consent sole discretion of the Administrative Agent (each such consent not Lender or other institution, any such Lender or other institution may agree to be unreasonably withheld or delayed), at any time after the Effective Date, agree so commit; provided that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount no Default or Event of the Commitments may not be increased by an amount greater than $500,000,000Default then exists, (ii) each the increase effected in the Total Commitment pursuant to this paragraph any such request shall be in a minimum an aggregate amount of at least $5,000,000 16,000,000 and (iii) no more than eight Increased Facility Closing Dates may the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $175,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such Lender's Commitment to be selected by effective on the Borrower during Business Day following delivery of such Commitment Assumption Agreement to the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionAdministrative Agent). The Administrative Agent shall promptly give notice notify each Lender as to all the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, in conformity with the consent requirements of Section 1.06. Notwithstanding anything to the Borrower and the Administrative Agentcontrary contained in this Agreement, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially increase in the form of Exhibit B-2Total Commitment pursuant to this Section 1.16, whereupon such bankeach Borrower shall, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes in coordination with the Administrative Agent and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstandingLenders, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that, after giving effect thereto, that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on basis of their respective unused Commitments (after giving effect to such Increased Facility Closing Dateany increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be for the account of the respective Borrowers.

Additional Commitments. At any time prior to the Maturity Date, the Borrower shall have the right, exercisable no more than four (4) times, to request that the Administrative Agent obtain additional Term Loan Commitments and/or Revolving Credit Commitments in excess of the Lenders’ then outstanding Term Loan Commitments and/or Revolving Credit Commitments in a minimum increment of at least Twenty-Five Million Dollars ($25,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the requested amount being, the “Additional Commitment Amount”), subject to the following: (a) The aggregate amount of the Lenders’ Commitments shall not exceed One Billion Three Hundred Million Dollars ($1,300,000,000). (b) Any such request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent prior to the Maturity Date, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender does not accept in writing within ten (10) Business Days the offer to increase its respective Commitment, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not accept in writing its pro rata share of the Additional Commitment Amount within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) The no Default or Event of Default being in existence at such time, (ii) the Borrower and any one or more issuing substitute Notes to the Accepting Lenders in accordance with Section 2.09(f) if so requested by them, (including New Lendersiii) may, with the consent of Accepting Lenders paying to the Administrative Agent (such consent not on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be unreasonably withheld necessary so that each Accepting Lender’s pro rata share of outstanding Loans matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower certifying that the representations and warranties of the Borrower Parties set forth herein (as updated from time to time in accordance with this Agreement) and in the other Loan Documents are true and correct in all material respects (without duplication of materiality qualifiers) on and as of the date of the increase (except if any such representation or delayedwarranty is expressly stated to have been made as of a specific date, as of such specific date), at any time after (v) the Effective DateBorrower Parties, agree that the Accepting Lenders and the Administrative Agent executing such Lenders other documents evidencing such adjustments in the Commitments and the Loans as shall obtain or increase be reasonably acceptable to the amount Borrower, the Accepting Lenders, the Administrative Agent, (vi) the Borrower paying the Administrative Agent for the account of their Commitments each Accepting Lender such upfront fees as shall be agreed to by executing the Borrower, (vii) the Borrower paying the Arranger such fees, if any, as shall be agreed to by the Borrower and delivering the Arranger prior to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and commencing its efforts under this paragraph (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (iviii) the aggregate amount Borrower paying all of the Commitments may not be increased by an amount greater than $500,000,000Administrative Agent’s reasonable and documented, (ii) each increase effected pursuant to this paragraph shall be out-of-pocket, expenses in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by connection with the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretionforegoing. The Administrative Agent shall promptly give notice pay to all the applicable Lenders their share of any such increasepayments received from the Accepting Lenders in accordance with the immediately preceding sentence. (iic) Any additional bankNotwithstanding anything to the contrary contained herein, financial institution or other entity which, with if the consent Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount, the Borrower and may designate one or more proposed lenders to the Administrative Agent to become Lenders under this Agreement with respect to such balance of the Additional Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless the Administrative Agent consents thereto which consent shall not be unreasonably withheld, conditioned or delayed), subject in each case to the prior approval of the Administrative Agent, elects to which approvals shall not be unreasonably withheld, conditioned or delayed so long as such proposed lenders are not Ineligible Institutions. If such proposed lenders are so approved, such lenders shall become a “Lender” additional Lenders under this Agreement in connection accordance with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in their respective Commitments without the form of Exhibit B-2, 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 (other than with respect to the payment consent of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so thatsubject, after giving effect theretohowever, to (i) no Default or Event of Default being in existence at the resulting Loans outstanding are allocated ratably among time of increase, (ii) the Borrower issuing substitute Notes to the new Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.2.09(f),