Common use of Additional Commitments Clause in Contracts

Additional Commitments. (a) Subject to the terms and conditions hereof, at any time after the Second Amendment Date and prior to the Maturity Date, provided that 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 serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, (i) the Additional Commitment in question shall become effective, (ii) the Agent shall promptly notify each Lender as to such agreement, and (iii) Schedule 2.1 shall be deemed to be modified accordingly. 23112834.19 (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, not to be unreasonably withheld; (ii) no Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all Additional Commitments shall not 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 Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional Commitment.

Additional Commitments. (a) Subject to other terms of this Agreement, the terms MLAB may (at the request of the Borrower) increase the Total Commitments (the "Additional Commitments") by an amount of up to US$100,000,000. Such increase will be effective only if the following procedures and conditions hereofare complied with: (i) the 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, at any time after financial institutions, trusts, funds or other entities which are regularly engaged in or established for the Second Amendment Date 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 Maturity 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 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 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 serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditionsLender Accession Date must be a Business Day. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, (i) the Additional Commitment in question shall become effective, (ii) the Agent shall promptly notify each Each Lender as to such agreement, and (iii) Schedule 2.1 shall be deemed to be modified accordingly. 23112834.19 Accession Letter once delivered is irrevocable. (c) Notwithstanding anything to the contrary in this AgreementOn and upon each Additional Lender Accession Date: (i) no Additional Commitment the Total Commitments shall require be increased by the consent of any amount set out in the Lender other than the Additional Lender in question, but each Additional Commitment shall require the approval of the Administrative Agent, not to be unreasonably withheldAccession Letter as that L▇▇▇▇▇'s Commitment; (ii) no the Transaction Obligors and each 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 assume; (iii) 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 shall, within 10 Business Days of demand, pay the 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 Clause 2.2. (f) Neither the Agent nor any Lender shall have any obligation to participate find an Additional Lender. (g) Clause 23.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in any this Clause 2.2 in relation to an Additional Commitment unless it agrees Lender as if references in that Clause to: (i) an "Existing Lender" were references to do so in its sole discretionall the Lenders immediately prior to the Additional Lender Accession Date; (ii) the "New Lender" were references to that "Additional Lender"; and (iii) no Lender shall have the right a "re-transfer" and "re-assignment" were references to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby;respectively a "transfer" and "assignment". (ivh) The Agent shall, as soon as reasonably practicable after it has executed the aggregate amount of all Additional Commitments shall not 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) Lender Accession Letter, send to the Borrower may pay such up-front, arrangement or other fees as may be agreed by the Administrative Agent and any Additional a copy of that Lender in connection with the provision by such Additional Lender of an Additional CommitmentAccession Letter.

Additional Commitments. (a) Subject to Provided there exists no Default, the terms Borrower on behalf of the Borrower and conditions 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 (which consent shall not be unreasonably withheld or delayed), obtain additional Commitments by delivering a Commitment Amount Increase Request at any time after the Second Amendment Date and least five (5) Business Days prior to the Maturity Datedesired effective date of such increase (the “Commitment Amount Increase") identifying an additional Bank (or additional Commitment agreed to be made by any existing Bank) and the amount of its Commitment (or additional Commitment); provided, provided however, that no Event of Default has occurred and is continuing and that any increase in the Borrower is in pro forma compliance with the financial covenants in Section 5.1(12) (assuming the full incurrence and application aggregate amount of the new Indebtedness Commitments to an amount in question)excess of U.S. $400,000,000 will require the approval of the Required Banks; provided further that prior to approaching an additional Bank, the Borrower may request that shall have offered to the Lenders or any other Persons existing Banks the opportunity to provide an additional Commitments (each, an “Additional Commitment”) which shall serve to increase . The effective date of the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment Amount Increase shall be documented pursuant to an Additional Commitment Agreement executed agreed upon by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) Borrower and the Administrative Agent. Upon satisfaction of the conditions precedent set out thereineffectiveness thereof, each new Bank (ior, if applicable, each existing Bank which consented to an additional Commitment) shall advance Loans in an amount equal to its Commitment, at which time the Additional Commitment in question Commitments shall become effective, (ii) the Agent expire. It shall promptly notify each Lender as be a condition to such agreement, and (iii) Schedule 2.1 shall effectiveness that no Euro-Dollar Loans be deemed outstanding on the date of such effectiveness. The Borrower agrees to be modified accordingly. 23112834.19 (c) Notwithstanding anything to the contrary in this Agreement: (i) no Additional Commitment shall require the consent of pay any Lender other than the Additional Lender in question, but each Additional Commitment shall require the approval out-of-pocket expenses of the Administrative AgentAgent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, not to be unreasonably withheld; (ii) no Lender Bank shall have any obligation to participate in agree to provide an additional Commitment and no Bank’s Commitment shall be increased without its consent thereto, and each Bank may at its option, unconditionally and without cause, decline to provide any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all Additional Commitments shall not 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 Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional additional Commitment.

Additional Commitments. (a) Subject to So long as no Default or Event of Default then exists or would result therefrom, the terms and conditions hereof, United States Borrower shall have the right at any time and from time to time after the Second Amendment Initial Borrowing Date and prior to the Maturity Date, provided that no Event of Default has occurred and is continuing and that 60th day after 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 serve Initial Borrowing Date upon at least 10 Business Days prior written notice to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, Agent (i) the Additional Commitment in question shall become effective, (ii) the Agent which shall promptly notify each Lender of the Lenders), to request on up to two occasions in the aggregate that one or more Lenders (and/or one or more other Persons which will become Lenders as to such agreementprovided below) provide Additional United States Term Commitments and Additional Revolving Commitments, and (iii) Schedule 2.1 shall be deemed to be modified accordingly. 23112834.19 (c) Notwithstanding anything subject to the contrary 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 require 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 other than but with the Additional Lender in question, but each Additional Commitment shall require the approval prior consent of the Administrative Agent, Agent (which consent shall not to be unreasonably withheld; (ii) no Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby;), (iv) the aggregate amount of all Additional Commitments permitted to be provided pursuant to this Section 2.19 shall not exceed U.S.$25,000,000;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 aggregate amount of all 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 requested at any one time pursuant to this Section 2.19 shall not be less than U.S.$10,000,000applied 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 (vivii) 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, (i) the Borrower may pay such up-frontUnited States Borrower, arrangement or other fees as may be agreed by the Administrative Agent and each Lender or other Person which agrees to provide Additional Commitments (each, an "Additional Lender") shall execute and deliver to the Administrative Agent an Additional Commitment Agreement (with the effectiveness of such Additional Lender's Additional Commitments to occur upon delivery of such Additional Commitment Agreement, to the Administrative Agent, the payment of any Additional Lender fees required in connection therewith and the satisfaction of the other conditions in this Section 2.19(b) to the reasonable satisfaction of the Administrative 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 in the Total United States Term Commitments pursuant to this Section 2.19) and (iii) on the first date after such effectiveness on which Revolving Loans are to be incurred hereunder the United States Borrower shall, in coordination with the Administrative Agent, repay Revolving Loans of 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 in the Total Commitments pursuant to this 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 Section 2.15 in connection with any such repayment and/or Borrowing. The Administrative Agent shall promptly notify each Lender as to the provision 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 purposes of, this Agreement shall be increased by the aggregate amount of such Additional 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. (c) In connection with each incurrence of United States Term Loans pursuant to Section 2.01(b), the Lenders and the United States Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the United States Borrower and the Administrative Agent may take all such actions as may be necessary to ensure that all Lenders with outstanding United States Term Loans continue to participate in each Borrowing of outstanding United States Term Loans (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 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 Additional Lender 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 Additional Commitment.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. (ai) Subject Notwithstanding anything in this Section 11.12 to the terms and conditions hereofcontrary, at any time after the Second Amendment Closing Date and from time to time prior to the Revolving Facility Maturity Date, provided that no Event of Default has occurred Date this Agreement may be amended (or amended and is continuing and that restated) to give effect to (a) an increase to the Borrower is in pro forma compliance with Revolving Commitments on 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 serve to increase the Credit, such that further Loans become available thereunder upon identical same terms and conditions. conditions as the existing Revolving Commitments, (b) Any Additional Commitment shall additional commitments to make term loans with terms identical to the Term Loan and/or (c) additional commitments to make term loans to be documented pursuant structured as a separate term loan tranche with terms different from the Term Loan (each such increase to the Revolving Commitments and/or establishment of a new tranche of term loans being referred to herein as an Additional Commitment Agreement executed “Incremental Facility,” and all such increases being referred to collectively herein as the “Incremental Facilities”) to be made to the Borrower by an agreement in writing entered into by the Borrower, the Administrative Agent and each Person providing (including any then existing Lender) that shall agree to provide any portion of such Incremental Facility (but without the Additional consent of any 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 (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent and/or term loans set out thereinforth in such Agreement; provided, however, that: (i) the Additional 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 Total Revolving Commitment in question as of the Closing Date shall become effectivenot exceed $200,000,000, (ii) the Agent aggregate principal amount of all such Incremental Facilities effected after the Closing Date pursuant to this Section 11.12(b) shall promptly notify each Lender as to such agreementnot exceed $200,000,000, and (iii) Schedule 2.1 each such increase effected pursuant to this Section 11.12(b) shall be deemed in a minimum amount of $10,000,000 (and integral multiples of $1,000,000 in excess thereof), (iv) 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 Default or Event of Default shall have occurred and be modified accordingly. 23112834.19 continuing at the time of such request and on the date of any such increase (c) Notwithstanding anything assuming a Borrowing in respect of any applicable increases to the contrary in this Agreement: Revolving Commitments), (iv) no Additional Commitment of any Lender shall require 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 Lender other 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 Additional Lender latest Maturity Date hereunder or, if later, the maturity date of any Incremental Facility then in questioneffect, but each Additional Commitment (x) the weighted average life to maturity of any such Incremental Facility structured as a separate term loan tranche shall require not be shorter that the approval 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, not the increase to be unreasonably withheld; (i) existing Lenders (but no Lender will have an obligation to increase its Commitment hereunder) and (ii) no Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have if necessary because the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all Additional Commitments shall not exceed U.S.$25,000,000; (v) the aggregate amount of all Additional Commitments requested at any one time shall commitments for such Incremental Facility cannot be less than U.S.$10,000,000; and obtained from existing Lenders, any third party financial institutions that otherwise would qualify as Eligible Assignees (vi) the Borrower may pay such up-front, arrangement or other fees as may in each case which must be agreed by reasonably acceptable to the Administrative Agent and in the case of any Additional Lender in connection with such Person providing additional Revolving Commitments hereunder). Upon the provision by such Additional Lender of an Additional Commitment.establishment pursuant to this Section

Additional Commitments. (a) Subject At any time, 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/or the Tranche B Commitments, 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, as applicable, shall be increased. Upon execution and delivery by the Borrower and such Bank or other Person of an instrument of assumption in form reasonably satisfactory to the terms Administrative Agent, such existing Bank shall have a Tranche A Commitment and/or Tranche B Commitment, as applicable, as therein set forth or such other Person shall become a Bank with a Tranche A Commitment and/or Tranche B Commitment, as applicable, as therein set forth and conditions hereofall the rights and obligations of a Bank with such a Commitment hereunder; provided that (i) the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the other Banks and (ii) the aggregate amount of such increases made pursuant to this Section 2.1(d) does not exceed $1,500,000,000. Upon any increase in the aggregate amount of the Tranche A Commitments and/or Tranche B Commitments, as applicable, pursuant to this Section 2.1(d), within five Domestic Business Days in the case of each Group of Base Rate Loans outstanding, and at the end of the then current Interest Period with respect thereto, in the case of each Group of Euro-Dollar Loans that are Tranche A Conventional Loans or Tranche B Conventional Loans, as applicable, then outstanding (or, in either case, at any such earlier time after the Second Amendment Date and prior as is agreed to the Maturity Date, provided that no Event of Default has occurred and is continuing and that by the Borrower is in pro forma compliance with and the financial covenants in Section 5.1(12) (assuming the full incurrence and application of the new Indebtedness in questionAdministrative Agent), the Borrower may request that shall prepay such Group of Loans in its entirety, and, to the Lenders or any other Persons provide additional extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Conventional Loans of the applicable Class from the applicable Banks in proportion to their respective Commitments (eachof such Class after giving effect to such increase, an “Additional Commitment”) which shall serve to increase the Credit, until such that further time as all outstanding Conventional Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed of such Class are held by the Borrower, applicable Banks in such proportion. Notwithstanding anything to the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out thereincontrary herein, (i) the Additional Commitment in question shall become effective, (iidesignation of any Person as a Bank pursuant to this Section 2.1(d) the Agent shall promptly notify each Lender as to such agreement, and (iii) Schedule 2.1 shall be deemed to be modified accordingly. 23112834.19 (c) Notwithstanding anything subject 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, which shall not to be unreasonably withheld; withheld or delayed; provided that no such consent shall be required if such Person is an affiliate of a Bank whose credit rating(s) from S&P and/or Moody’s are not lower than those of such Bank (or whose obligations under this Agreement are guaranteed by an affiliate whose credit rating(s) from S&P and/or Moody’s are not lower than those of such Bank) or if such Person was a Bank immediately prior to such designation; and (ii) no Lender such Person designated as a Bank pursuant to this Section 2.1(d) shall have be the Borrower or any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that Borrower’s affiliates or Subsidiaries or a Defaulting Bank or any of its share Subsidiaries or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in the aggregate Commitments is reduced thereby; this clause (ivii) the aggregate amount of all Additional Commitments shall not 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 Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional Commitmenta natural person.

Additional Commitments. (a) Subject 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 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 (and/or one or more other Persons which will become Lenders as provided below) provide Additional Commitments and, subject to the applicable terms and conditions hereofcontained in this Agreement and the relevant Additional Commitment Agreement, at 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 time after request by the Second Amendment Date Borrowers, (iii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Commitment and prior executed and delivered to the Maturity DateAdministrative 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 Additional Commitments are to be provided by a Person which is not already a Lender, which consent shall not be unreasonably withheld or delayed), (v) 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 all Additional Commitments permitted to be provided pursuant to this 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 no Event 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 Default has occurred at least $5,000,000, and is continuing and that (ix) all actions taken by the Borrower is Borrowers pursuant to this Section 1.16(a) shall be done in pro forma compliance consultation with the financial covenants in Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 5.1(121.16, (i) (assuming the full incurrence and application of the new Indebtedness in question)Borrowers, the Borrower may request that the Lenders Administrative Agent and each such Lender or any other Persons Eligible Transferee which agrees to provide additional Commitments an Additional Commitment (each, an “Additional CommitmentLender”) which shall serve execute and deliver to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to Administrative Agent an Additional Commitment Agreement executed by substantially in the Borrowerform of Exhibit N, subject to such modifications in form and substance reasonably satisfactory to the Person providing Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Lender’s Additional Commitment (the “to occur upon delivery of such Additional Lender”) and Commitment Agreement to the Administrative Agent. Upon , 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 precedent set out therein, (iin this Section 1.16(b) to the Additional Commitment in question shall become effectivereasonable 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) the Borrowers shall deliver to the 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 counsel delivered to the Administrative Agent on the Effective Date pursuant to Section 5.02. The Administrative Agent shall promptly notify each Lender as to such agreementthe occurrence of each Additional Commitment Date, and (iiiw) Schedule 2.1 on each such date, the Total Term Loan Commitment and/or the Total Revolving Loan Commitment, as applicable, and the Total Commitment under, and for all purposes of, this Agreement shall be deemed to be modified accordingly. 23112834.19 (c) Notwithstanding anything to increased by the contrary in this Agreement: (i) no Additional Commitment shall require the consent applicable portion 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 Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all such Additional Commitments Commitments, (x) on each such date, Schedule I shall not exceed U.S.$25,000,000; be deemed modified to reflect the revised Commitments, (vy) the aggregate amount upon surrender 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 old Term Loan Notes and/or Revolving Loan Notes by the Administrative Agent respective Additional Lender (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the Borrowers), to the extent requested by any Additional Lender Lender, a new Term Loan Note and/or Revolving Loan Note be issued, at the joint and several expense of the Borrowers, to such Additional Lender, to be in connection conformity with the provision requirements of Section 1.06 (with appropriate modifications) to the extent needed to reflect the revised Commitments of such Lender and (z) on each such date with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations by the Lenders in such Additional Lender Letters of an Additional CommitmentCredit and Unpaid Drawings to reflect the new Percentages of the Lenders.

Additional Commitments. Provided there exists no Default or Event of Default, Borrower may from time to time request: (ai) Subject any one or more existing Lenders to increase their respective Commitments, or (ii) request other financial institutions first approved by Agent, in its sole and absolute discretion, to agree to a Commitment (each such existing Lender who has agreed to increase its Commitment or such other financial institution who has agreed to provide a new Commitment, an “Acceding Lender”), so that the total Commitments and the Maximum Amount may be increased by up to no more than Two Hundred Twenty-Five Million Dollars ($225,000,000) in the aggregate (for a maximum of total Commitments of Three Hundred Million Dollars ($300,000,000)). Each such increase and new Commitment shall be subject to the prior satisfaction of the following conditions, as determined by Agent: (1) Borrower shall have requested the increased or new Commitment in writing to Agent not less than thirty (30) days prior to the effective date of the proposed new or increased Commitment; (2) the applicable Acceding Lender shall have underwritten and approved by its credit committees the proposed new or increased Commitment; (3) there shall exist no Default or Event of Default both at the time of the request for the increase or new Commitment and at the time at which the increase or new Commitment becomes effective; (4) Agent and the Requisite Lenders shall have provided their prior written consent to such increase or new Commitment, which consent shall be a matter of their sole and absolute discretion; (5) Borrower shall deliver to Agent all documents (including, without limitation, new Notes and Loan Document modifications as Agent may reasonably request), legal opinions, certificates and instruments as Agent may require in its sole and absolute discretion in connection with such increase in the Commitments or new Commitment and shall pay all fees owing hereunder or under the Fee Letter in connection with such increased or new Commitment; (6) no event, circumstance or condition shall exist which reasonably could be expected to have a Material Adverse Effect; (7) as of the date of such increase or new Commitment, the representations and warranties contained in the Loan Documents shall be true and correct in all material respects, with the same force and effect as if made on and as of such date (except to the extent of changes in facts or circumstances that have been disclosed to the Lenders and do not constitute a Default or Event of Default under this Agreement or any other Loan Document, and except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date); and (8) each Acceding Lender shall have delivered to Agent, an Accession Agreement in substantially the form of Exhibit H hereto (an “Accession Agreement”) with Borrower and Agent and assuming thereunder an increased Commitment or a new Commitment in an amount to be agreed upon by Borrower, such Acceding Lender and Agent, to make Loans pursuant to the terms hereof together with such other documents, instruments and conditions hereofagreements as Agent may require, at any time after the Second Amendment Date including a completed and prior executed administrative details reply, administrative questionnaire or similar document in form satisfactory to the Maturity Date, provided that 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 serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. A new Acceding Lender shall become party to this Agreement by entering into an Accession Agreement. Upon the due execution and delivery of each Accession Agreement and satisfaction of the conditions precedent set out thereinforegoing conditions, the Maximum Amount shall thereupon be increased by the amount of such Acceding Lender’s Commitment; provided, that Agent shall have given its prior written consent to such accession, as Agent. No Lender is obligated to increase its Commitment under any circumstances whatsoever, and no Lender’s Commitment may be increased except by its execution and delivery of an Accession Agreement. On the effective date specified in any duly executed and delivered Accession Agreement: (1) the Acceding Lender, to the extent not already a Lender, shall be a “Lender” hereunder and a party hereto, entitled to the rights and benefits, and subject to the duties, of a Lender under the Loan Documents, (i) the Additional Commitment in question shall become effective, (ii) the Agent shall promptly notify each Lender as to such agreement, and (iii2) Schedule 2.1 C hereto shall be deemed to be modified accordingly. 23112834.19 amended to reflect (a) the name, address, Commitment, Pro Rata Share of such Acceding Lender, (b) the Maximum Amount as increased by such Acceding Lender’s Commitment, and (c) Notwithstanding anything the changes to the contrary other Lenders’ respective Pro Rata Shares and any changes to the other Lenders’ respective Commitments (in this the event such Lender is also the Acceding Lender) resulting from such assumption and such increased Maximum Amount, and (3) Schedule D shall be deemed to be amended to reflect such Acceding Lender’s wire transfer instructions specified in its Accession Agreement: (i) no Additional Commitment . Each Lender’s Pro Rata Share shall require be recalculated to reflect the consent new proportionate share of the revised total Commitments and increased Maximum Amount. Upon request of any Lender other than Acceding Lender, Borrower shall issue a Revolving Loan Note to evidence the Additional Lender in question, but each Additional Commitment shall require the approval Principal Amount of such Lender’s Commitment. All new Loans occurring after an increase of the Administrative Agent, not to total Commitments and the Maximum Amount shall be unreasonably withheld; (ii) no Lender shall have any obligation to participate funded in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all Additional Commitments shall not 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 Administrative Agent and any Additional Lender in connection accordance with the provision by such Additional Lender of an Additional Commitmenteach Lender’s revised Pro Rata Share.

Additional Commitments. (a) Subject Upon the request of Administrative Borrower ---------------------- from time to the terms and conditions hereof, at any time after the Second Amendment Closing Date and prior in accordance with Section 15.1, ------------ Additional Commitments hereunder may be issued to Lenders or New Lenders; provided, however, that Administrative Borrower may not request Additional -------- ------- Commitments be issued during the Maturity Date, provided that no continuance of a Default or Event of Default has occurred Default; and is continuing and provided, further, that Administrative Borrower may not request Additional -------- ------- Commitments which exceed $25,000,000 in the Borrower is in pro forma compliance aggregate. Persons not then Lenders may be included as New Lenders having Additional Commitments 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 serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, (i) the Additional Commitment in question shall become effective, (ii) the Agent shall promptly notify each Lender as to such agreement, and (iii) Schedule 2.1 shall be deemed to be modified accordingly. 23112834.19 (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 written approval of the Administrative Agent, not to be unreasonably withheld; (ii) no Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have . Prior to the right to participate in effectiveness of any Additional Commitment 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 Additional Commitments and to comply with the 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 receive prior notice thereof, regardless the account of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all Additional Commitments shall not exceed U.S.$25,000,000; (v) the aggregate amount of all Additional Commitments requested at any one time shall not New Lender, as may be less than U.S.$10,000,000; and (vi) the Borrower may pay determined by Agent, such up-front, arrangement or other and upfront fees as may be agreed required by the Administrative Agent and any Additional Lender in connection with the provision by issuance of the Additional Commitment. Each Lender or New Lender issuing an Additional Commitment shall execute and deliver to Agent an Assumption Agreement prior to the effectiveness of such Additional Lender of an Commitment. Funds advanced under any Additional CommitmentCommitments shall for all purposes constitute Advances and be Obligations hereunder and under the Loan Documents.

Additional Commitments. (a) Subject to The Company shall have the terms and conditions hereofright, at any time and from time to time, after the Second Amendment Restatement Effective Date and prior to the Final Maturity Date, provided that 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, 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 time, if any, as (x) such existing Lender has occurred agreed in its sole discretion to provide an Additional Commitment and is continuing 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 existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of Credit, in excess of the amounts 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 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 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 after 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 is pursuant to this Section 1.16 shall be done in pro forma compliance coordination with the financial covenants in Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 5.1(121.16, (i) (assuming the full incurrence and application of the new Indebtedness in question)Company, each Designated Subsidiary Borrower, the Borrower may request that the Lenders or any other Persons Administrative Agent and each existing Lender which agrees to provide additional Commitments an Additional Commitment (each, an “Additional CommitmentCommitment Lender”) which shall serve execute and deliver to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to Administrative Agent an Additional Commitment Agreement executed by substantially in the Borrowerform of Exhibit L, subject to such modifications in form and substance reasonably satisfactory to the Person providing Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment (the “Lender’s Additional Lender”) and Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent. Upon , the payment of any fees required in connection therewith and the satisfaction of the other conditions precedent set out therein, (i) forth in this Section 1.16 to the Additional Commitment in question shall become effectivereasonable satisfaction of the Administrative Agent), (ii) 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 the Company the appropriate Internal Revenue Service documentation described in Section 4.04(b), (iii) 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 reasonably request. The Administrative Agent shall promptly notify each Lender as to such agreementthe occurrence of each Additional Commitment Date, and (iiix) Schedule 2.1 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 be modified accordinglyreflect the revised Commitments of each affected Lender. 23112834.19 (c) 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 payment. (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) no Additional Commitment shall require the consent any lack of validity or enforceability of this Agreement or 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 withheldother Credit Documents; (ii) no Lender shall the existence of any claim, set-off, defense or other right which the Company or any of its Subsidiaries may have at any obligation to participate time against a beneficiary named in a Specified Several Letter of Credit, any transferee of any Specified Several Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Pre-existing Lender, 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 between the Company or any of its Subsidiaries and the beneficiary named in any Additional Commitment unless it agrees to do so in its sole discretionsuch Specified Several Letter of Credit); (iii) no Lender shall have any draft, certificate or other document presented under the right Specified Several Letter of Credit proving to participate be forged, fraudulent, invalid or insufficient in any Additional Commitment respect or receive prior notice thereof, regardless of the fact that its share any statement therein being untrue or inaccurate in the aggregate Commitments is reduced therebyany respect; (iv) the aggregate amount surrender or impairment of all Additional Commitments shall not exceed U.S.$25,000,000;any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the aggregate amount occurrence 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 Default or other fees as may be agreed by the Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender Event of an Additional CommitmentDefault.

Additional Commitments. (a) Subject 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 hereofcontained in this Agreement and the relevant Tranche B Term Loan Commitment Agreement, at any time after the Second Amendment Date make Tranche B Term Loans pursuant thereto, it being understood and prior to the Maturity Dateagreed, provided however, that (i) 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 serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment Bank shall be documented pursuant obligated to an Additional provide a Tranche B Term Loan Commitment Agreement executed as a result of any request by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, (i) the Additional Commitment in question shall become effective, (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 executed and delivered to the Administrative Agent a Tranche B Term Loan Commitment Agreement in respect thereof as provided in Section 1.14(b) below and (y) the other conditions set forth in Section 1.14(b) shall promptly notify each Lender as have been satisfied, such Bank shall not be obligated to such agreementfund any Tranche B Term Loans, and (iii) Schedule 2.1 shall be deemed to be modified accordingly. 23112834.19 any Bank (cor, in the circumstances contemplated by clause (vii) Notwithstanding anything to the contrary in this Agreement: (ibelow, any other Person which will qualify as an Eligible Transferee) no Additional may so provide a Tranche B Term Loan Commitment shall require without the consent of any Lender other than Bank, (iv) each provision of Tranche B Term Loan Commitments pursuant to this Section 1.14 on a given date, and the Additional Lender amount of each Tranche B Term Loan Sub-Facility, shall be in questiona minimum aggregate amount (for all Banks (including, 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 Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; circumstances contemplated by clause (ivvii) below, Eligible Transferees who will become Banks)) of at least $20,000,000, (v) the aggregate amount of all Tranche B Term Loan Commitments permitted to be provided pursuant to this 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, 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 exceed U.S.$25,000,000; 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) 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 requested at any one time 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 be less than U.S.$10,000,000; and 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 Defaulting Banks) to provide Additional Revolving Loan Commitments pursuant to this Section 1.14 on the terms to be 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 to the Administrative Agent as provided above), then the Borrower may pay request Additional Revolving Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such up-frontdeficiency on terms which are no more favorable to such Eligible Transferee in any respect than the terms offered to the Banks, arrangement or other fees as may provided that any such Additional Revolving Loan Commitments -------- provided by any such Eligible Transferee which is not already a Bank shall be agreed 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 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 Additional Lender 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 provision Additional Loan Commitment Requirements shall have been satisfied and (iv) 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 Tranche B Term Loan Commitment Date, and (x) on each such date 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. (c) At the time of any provision of Additional Lender of Revolving Loan Commitments pursuant to this Section 1.14, (i) the Borrower, the Administrative Agent and each such Bank or other Eligible Transferee (each, an "Additional Revolving Loan Bank") which agrees to provide an Additional CommitmentRevolving Loan Commitment shall execute and deliver to the Administrative Agent a Revolving Loan Commitment Agreement substantially in the form of Exhibit O-2, 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 Revolving Loan Bank's Additional Revolving Loan Commitment to occur upon delivery of such Revolving 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(c) to the satisfaction of the Administrative Agent), (ii) if the proceeds of the Revolving Loans to be incurred pursuant to such Additional Revolving Loan Commitment are to be utilized to finance a 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) the Additional Loan Commitment Requirements shall have been satisfied, (iv) the Borrower shall, in coordination with the Administrative Agent, repay all outstanding Revolving Loans of the ▇▇ ▇▇▇▇▇, and incur additional Revolving Loans from other ▇▇ ▇▇▇▇▇ in each case so that the ▇▇ ▇▇▇▇▇ participate in each Borrowing of Revolving Loans pro rata on the basis of their respective 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 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. (a) Subject In the event that the Borrower wishes to increase the terms and conditions hereof, Commitments at any time after the Second Amendment Date and prior to the Maturity Date, provided that when no Event of Default has occurred and is continuing and 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 is in pro forma compliance may offer to the existing Lenders and, with the financial covenants in Section 5.1(12) (assuming the full incurrence and application consent of the new Indebtedness in questionAdministrative Agent (which consent shall not be unreasonably withheld), one or more additional banks, financial institutions or other entities the Borrower may request that opportunity to participate in all or a portion of the Lenders or any other Persons provide additional Commitments (each, an “Additional Commitment”) which shall serve Proposed Increase Amount pursuant to increase the Credit, such that further Loans become available thereunder upon identical terms and conditionsSection 1.05(b). (b) Any Additional Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall be documented bound by and entitled to the 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 amended to so increase the Commitment of such Lender. (c) Any additional bank, financial institution or other entity 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 Commitment Agreement executed by Lender Supplement with the BorrowerBorrower and the Administrative Agent, substantially in the Person providing the Additional Commitment form of Exhibit G, whereupon such bank, financial institution or other entity (the herein called an “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, (i) the Additional Commitment in question shall become effective, (ii) a Lender for all purposes and to the Agent same extent as if originally a party hereto and shall promptly notify each Lender as be bound by and entitled to such agreementthe benefits of this Agreement, and (iii) Schedule 2.1 1.01 shall be deemed to be modified accordingly. 23112834.19 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. (cd) Notwithstanding anything to the contrary in this Agreement: Section 1.05, (i) in no Additional Commitment event shall require any transaction effected pursuant to this Section 1.05 cause the consent Total Commitments to exceed $700,000,000 less the aggregate principal amount of any Lender other than Loans converted to Term Loans on the Additional Lender in questionCurrent Termination Date, 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 Additional increase its Commitment unless it agrees to do so in its sole discretion; discretion and (iii) no 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 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 its Commitment or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans to the Borrower, and the Borrower shall be deemed to prepay outstanding Loans that are not Term Loans owing to the Lenders other than such Accordion Lender(s), in amounts such that, after giving effect to 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 aggregate principal amount of Loans that are not Term Loans owing to each Lender shall have equal such Lender’s Commitment Percentage (determined after giving effect to the right to participate in any Additional new or increased Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (ivsuch Accordion Lender(s)) of the aggregate amount of all Additional Commitments shall the Loans that are not 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) Term Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, the Borrower may shall pay such up-front, arrangement or other fees as may be agreed by to the Administrative Agent and Agent, for the account of the Lenders, any Additional Lender amounts owing to such Lenders pursuant to Section 2.12 in connection with the provision by respect of Loans prepaid on such Additional Lender of an Additional CommitmentAccordion Effective Date pursuant to this Section 1.05(e).

Additional Commitments. (a) Subject to the terms and conditions hereof, at any time after the Second Amendment Date and prior to the Maturity Effective Date, and provided that no Default or 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(125.1(11) (assuming the full incurrence and application of the new Indebtedness in question), the Borrower may request that the Revolving Credit Lenders or any other Persons financial institution provide additional Revolving Credit Commitments (each, an “Additional Commitment”) which shall serve to increase the Revolving Credit, such that further Revolving Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, the relevant Additional Commitment shall become effective, and (i) the Additional Commitment in question shall become effective, (ii) the Administrative Agent shall promptly notify each Lender as to such agreement, and (iiiii) Schedule 2.1 1.1(a) shall be deemed to be modified accordingly. 23112834.19 . (c) Notwithstanding anything to the contrary in this Agreement: (i) no Additional Commitment shall require the consent of any Lender other than the applicable Additional Lender in questionLender, but each Additional Commitment Lender shall require the approval of the Administrative AgentAgent and the Issuing Banks, not to be unreasonably withheld; (ii) no Revolving Credit Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all Additional Commitments shall not exceed U.S.$25,000,000U.S.$100,000,000; (viv) the aggregate amount of all Additional Commitments requested at any one time shall be an integral multiple of U.S.$5,000,000 and not be less than U.S.$10,000,000; andU.S.$25,000,000; (viv) the Borrower may pay such up-front, arrangement any upfront or other fees as may be agreed by the Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional Commitment, and the Borrower may pay any arrangement or other fees as may be agreed by the Administrative Agent in connection with an Additional Commitment; and (vi) the Administrative Agent shall have received and be satisfied with evidence of the payment of all Taxes (including Turkish stamp taxes, if any) exigible as a result of the increase of the Revolving Credit resulting from any Additional Commitment and any guarantee thereof. (d) For greater certainty, any Additional Lender shall be entitled to share pro rata in any prepayments made by the 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 obligations of the Credit Parties under the Loan Documents.

Additional Commitments. Provided there exists no Default or Event of Default, Borrower may from time to time request: (ai) Subject any one or more existing Lenders to increase their respective Commitments, or (ii) request other financial institutions first approved by Agent, in its sole and absolute discretion, to agree to a Commitment (each such existing Lender who has agreed to increase its Commitment or such other financial institution who has agreed to provide a new Commitment, an “Acceding Lender”). Each such increase and new Commitment shall be subject to the prior satisfaction of the following conditions, as determined by Agent: (1) Borrower shall have requested the increase and new Commitment in writing to the Agent not less than thirty (30) days prior to the effective date of the proposed new or increased Commitment; (2) the applicable Acceding Lender shall have underwritten and approved by its credit committees the proposed new or increased Commitment; (3) there shall exist no Default or Event of Default both at the time of the request for the increase of new Commitment and at the time at which the increase or new Commitment becomes effective; (4) the Agent and the Requisite Lenders shall have provided their prior written consent to such increase or new Commitment, which consent shall be a matter of their sole and absolute discretion; (5) Borrower shall deliver to the Agent all documents (including, without limitation, new Notes and Loan Document modifications as the Agent may reasonably request), legal opinions, certificates and instruments as the Agent may require in its sole and absolute discretion in connection with such increase or new Commitment; (6) no event, circumstance or condition shall exist which reasonably could be expected to have a Material Adverse Effect; (7) as of the date of such increase or new Commitment, the representations and warranties contained in the Loan Documents shall be true and correct in all material respects, with the same force and effect as if made on and as of such date (except to the extent of changes in facts or circumstances that have been disclosed to the Lenders and do not constitute a Default or Event of Default under this Agreement or any other Loan Document, and except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date); and (8) each Acceding Lender shall have delivered to Agent, an Accession Agreement in substantially the form of Exhibit H hereto (an “Accession Agreement”) with Borrower and Agent and assuming thereunder an increased Commitment or a new Commitment in an amount to be agreed upon by Borrower, such Acceding Lender and Agent, to make Loans pursuant to the terms and conditions hereof, at any time after the Second Amendment Date and prior . A new Acceding Lender shall become party to the Maturity Date, provided that 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, this Agreement by entering into an “Additional Commitment”) which shall serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative AgentAccession Agreement. Upon the due execution and delivery of each Accession Agreement and satisfaction of the conditions precedent set out thereinforegoing conditions, (i) the Additional Commitment in question Maximum Amount shall become effectivethereupon be increased by the amount of such Acceding Lender’s Commitment; provided, (ii) that the Agent shall promptly notify each Lender as have given its prior written consent to such agreementaccession, as Agent. No Lender is obligated to increase its Commitment under any circumstances whatsoever, and no Lender’s Commitment may be increased except by its execution and delivery of an Accession Agreement. On the effective date specified in any duly executed and delivered Accession Agreement: (iii1) the Acceding Lender, to the extent not already a Lender, shall be a “Lender” hereunder and a party hereto, entitled to the rights and benefits, and subject to the duties, of a Lender under the Loan Documents, (2) Schedule 2.1 C hereto shall be deemed to be modified accordingly. 23112834.19 amended to reflect (a) the name, address, Commitment, Pro Rata Share of such Acceding Lender, (b) the Maximum Amount as increased by such Acceding Lender’s Commitment, and (c) Notwithstanding anything the changes to the contrary other Lenders’ respective Pro Rata Shares and any changes to the other Lenders’ respective Commitments (in this the event such Lender is also the Acceding Lender) resulting from such assumption and such increased Maximum Amount, and (3) Schedule D shall be deemed to be amended to reflect such Acceding Lender’s wire transfer instructions specified in its Accession Agreement: (i) no Additional Commitment . Each Lender’s Pro Rata Share shall require be recalculated to reflect the consent new proportionate share of the revised total Commitments and increased Maximum Amount. Upon request of any Lender other than Acceding Lender, Borrower shall issue a Revolving Loan Note to evidence the Additional Lender in question, but each Additional Commitment shall require the approval Principal Amount of such Lender’s Commitment. All new Loans occurring after an increase of the Administrative Agent, not to total Commitments and the Maximum Amount shall be unreasonably withheld; (ii) no Lender shall have any obligation to participate funded in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all Additional Commitments shall not 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 Administrative Agent and any Additional Lender in connection accordance with the provision by such Additional Lender of an Additional Commitmenteach Lender’s revised Pro Rata Share.

Additional Commitments. (avii) Subject 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 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 (and/or one or more other Persons which will become Lenders as provided below) provide Additional Dollar Facility Revolving Loan Commitments and, subject to the applicable terms and conditions hereof, at any time after the Second Amendment Date contained in this Agreement and prior to the Maturity Date, provided that no Event of Default has occurred and is continuing and that the Borrower is in pro forma compliance consistent with the financial covenants in Section 5.1(12amount of Additional Dollar Facility Revolving Loan Commitments so provided, make Dollar Facility Revolving Loans pursuant to Sections 1.01(c)(i) (assuming the full incurrence and application of the new Indebtedness in question1.01(e)(i), the Borrower may request it being understood and agreed, however, that the Lenders or any other Persons provide additional Commitments (each, an “Additional Commitment”) which shall serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, (i) the no Lender shall be obligated to provide an Additional Dollar Facility Revolving Loan Commitment in question shall become effectiveas a result of any request by 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 executed and delivered to the Administrative Agent an Additional Dollar Facility Revolving Loan 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 promptly notify each 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 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 agreementAdditional Dollar Facility Revolving Loan Commitments provided pursuant to this Section 1.16, and (iii) Schedule 2.1 shall be deemed to be modified accordingly. 23112834.19 any Lender (cor, in the circumstances contemplated by clause (vii) Notwithstanding anything to the contrary in this Agreement: (ibelow, any other Person which will qualify as an Eligible Transferee) no may so provide an Additional Dollar Facility Revolving Loan Commitment shall require without the consent of any other Lender (other than than, in the Additional Lender in questioncircumstances contemplated by clause (viii) below, 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 Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereofChase and each Issuing Lender), regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the 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 all Additional Commitments shall not exceed U.S.$25,000,000; at least $25,000,000, (v) the aggregate amount of all Additional Dollar Facility Revolving Loan Commitments requested at any one time permitted to be provided pursuant to this Section 1.16 shall not be less than U.S.$10,000,000; and exceed $50,000,000, (vi) the Borrower may pay 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 up-front, arrangement or other fees request (as may be agreed 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, (viii) no Person (including any existing Lender and any Eligible Transferee which was not already a Lender) may provide an Additional Dollar Facility Revolving Loan Commitment unless approved each of the Administrative Agent, Chase and each Issuing Lender, provided that such approval shall not be required with respect to any Additional Dollar Facility Revolving Loan Commitment assumed by an existing Non-Defaulting Lender which already has a Revolving Loan Commitment (before giving effect to its Additional Dollar Facility Revolving 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 connection coordination with the provision by such Additional Lender of an Additional CommitmentAdministrative Agent.

Additional Commitments. (a) Subject to the terms and conditions hereofset forth herein, at any time after so long as no Default or Event of Default shall have occurred and be continuing, the Second Amendment Company shall have the right during the period from the Closing Date and until the date one Business Day prior to the Maturity Date, provided that no Event to incur additional Indebtedness under this Credit Agreement in the form of Default has occurred one or more increases to the Aggregate U.S. Revolving Committed Amount (the “Additional Commitments”) by an aggregate amount of up to FIVE HUNDRED MILLION DOLLARS ($500,000,000). The following terms and is continuing conditions shall apply to all Additional Commtiments: (a) the loans made under any such Additional Commitment shall constitute Borrower Obligations, (b) such Additional Commitment shall have the same terms (including interest rate) as the existing Loans, (c) any Lender providing such Additional Commitment shall be entitled to the same voting rights as the existing Lenders and that shall be entitled to receive proceeds of prepayments on the Borrower is same basis as comparable Loans, (d) any such Additional Commitment shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in pro forma each case in accordance with the terms set forth below, (e) such Additional Commitment shall be in a minimum principal amount of $100,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the proceeds of any Loans under any Additional Commitment will be used for general corporate purposes of the Company, including without limitation, the repurchase of the Company’s shares, (g) the Company shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Commitments, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Company (i) updated financial projections and an officer’s certificate demonstrating that, after giving effect to any such Additional Commitment, the Company will be in compliance with the financial covenants set forth 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 serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, (i) the Additional Commitment in question shall become effective6.6, (ii) copies of resolutions of the Agent shall promptly notify each Lender as to such agreement, and (iii) Schedule 2.1 shall be deemed to be modified accordingly. 23112834.19 (c) Notwithstanding anything to board of directors or comparable managing body of the contrary in this Agreement: (i) no Additional Commitment shall require the consent of any Lender other than Company approving the Additional Lender in questionCommitments and the transactions contemplated thereby, 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 Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all Additional Commitments shall not 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 reasonably requested by the Administrative Agent and (iii) a favorable legal opinion of counsel to the Company relating to such Additional Commitments, in each case in form and substance satisfactory to the Administrative Agent. Participation in any Additional Commitment shall be offered first to each of the existing Lenders, but each such Lender in connection with the provision by shall have no obligation to provide all or any portion of any such Additional Commitment. If the amount of any Additional Commitment requested by the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Commitment, then the Company may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Commitment not taken by existing Lenders; provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Company may reasonably request. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 9.5(c)) of the outstanding Loans and Participation Interests to the Lenders providing any Additional Commitment so that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Commitments) will hold Loans and Participation Interests equal to its Commitment Percentage of an all outstanding Loans and LOC Obligations. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any Additional Commitment.

Additional Commitments. (a) Subject The Commitment Increase Lender hereby acknowledges and agrees that it hereby provides a new Commitment in the amount of $30,000,000, as set forth opposite its name on Schedule A to this Amendment and each party hereto acknowledges and agrees that, after giving effect to the terms and conditions hereofprovisions of this Amendment, at any time after the Second Amendment Date and prior to the Maturity Dateincluding, provided that 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)without limitation, the Borrower may request that proposed Commitment Increase, the Lenders or any other Persons provide additional Commitments (each, an “Additional Commitment”) which of each Lender shall serve be as set forth on Schedule A to increase the Credit, such that further Loans become available thereunder upon identical terms and conditionsthis Amendment. (b) Any Additional The Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, 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 Additional Commitment in question shall transactions contemplated hereby and to become effectivea 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 promptly notify each Lender 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 their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as to such agreement, a Lender; and (iii) Schedule 2.1 appoints and authorizes Administrative Agent and Collateral Agent to take such actions as an agent on 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 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 Commitments and the Loans thereunder shall be deemed to be modified accordingly. 23112834.19 (c) Notwithstanding anything to “Commitments” and “Loans”, respectively, for all purposes under the contrary in this Agreement:Credit Agreement and other Loan Documents. (id) no Additional The 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 Increase Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all Additional Commitments shall not 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 Administrative Agent and any Additional Lender 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 provision by such Additional Lender of an Additional CommitmentCredit Agreement.

Additional Commitments. Provided there exists no Default or Event of Default, Borrower may from time to time request: (ai) Subject any one or more existing Lenders to increase their respective Commitments, or (ii) other financial institutions first approved by Agent, in its reasonable discretion, to agree to a Commitment (each such existing Lender who has agreed to increase its Commitment or such other financial institution who has agreed to provide a new Commitment, an “Acceding Lender”), so that the total Commitments and the Maximum Revolver Amount may be increased by up to no more than One Hundred Twenty-Five Million Dollars ($125,000,000) in the aggregate (for a maximum of total Commitments of Two Hundred Million Dollars ($200,000,000)). Each such increase and new Commitment shall be subject to the terms and conditions hereofprior satisfaction of the following conditions, at any time after as determined by Agent: (i) Borrower shall have requested the Second Amendment Date and increased or new Commitment in writing to Agent not less than thirty (30) days prior to the Maturity Dateeffective date of the proposed new or increased Commitment; (ii) the Agent and Borrower shall have agreed upon an arrangement fee in respect of any such proposed new or increased Commitment and shall have entered into a fee letter evidencing the same (which fee letter, provided that upon its execution and deliver by each party thereto, shall be deemed a “Loan Document” for all purposes); (iii) the applicable Acceding Lender shall have underwritten and approved by its credit committees the proposed new or increased Commitment; (iv) there shall exist no Default or Event of Default has occurred both at the time of the request for the increased or new Commitment and is continuing at the time at which the increased or new Commitment becomes effective; (v) Agent and that the Required Lenders shall have provided their prior written consent to such increase or new Commitment, which consent shall be a matter of their sole and absolute discretion; (vi) Borrower shall deliver to Agent all documents (including, without limitation, new Notes and Loan Document modifications as Agent may reasonably request), legal opinions, certificates and instruments as Agent may require in its reasonable discretion in connection with such increase in the Commitments or new Commitment and shall pay all fees owing hereunder or under any fee letter in connection with such increased or new Commitment; (vii) as of the date of such increased or new Commitment, the representations and warranties contained in the Loan Documents shall be true and correct in all material respects as of such date with the same force and effect as if made on and as of such date (other than (A) those representations and warranties which are qualified by materiality, in which case, such representations and warranties shall be true and correct in all respects on and as of such date, and (B) in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects, or true and correct in all respects, as the case may be, on and as of such earlier date); (viii) both before and after giving effect to any such increased or new Commitments, the Borrower is (or HTGC, if applicable) shall be in pro forma compliance with the financial covenants each covenant set forth in Section 5.1(12) (assuming the full incurrence Sections 7.16 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 serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions.7.17; and (bix) Any Additional Commitment each Acceding Lender shall be documented have delivered to Agent (A) a duly executed Accession Agreement, whereby upon effectiveness thereof such Lender agrees to make Advances pursuant to an Additional Commitment Agreement the terms hereof, and (B) such other documents, instruments and agreements as Agent may require, including a completed and executed by the Borroweradministrative details reply, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative administrative questionnaire or similar document in form satisfactory to Agent. A new Acceding Lender shall become party to this Agreement by entering into an Accession Agreement. Upon the due execution and delivery of each Accession Agreement and satisfaction of the conditions precedent set out thereinforegoing conditions, the Maximum Revolver Amount shall thereupon be increased by the amount of such Acceding Lender’s Commitment; provided, that Agent (iin its capacity as such) shall have given its prior written consent to such accession. No Lender is obligated to increase its Commitment under any circumstances whatsoever, and no Lender’s Commitment may be increased except by its execution and delivery of an Accession Agreement or another amendment to this Agreement executed and delivered by such Lender. On the effective date specified in any duly executed and delivered Accession Agreement: (1) the Additional Commitment in question Acceding Lender, to the extent not already a Lender, shall become effectivebe a “Lender” hereunder and a party hereto, (ii) entitled to the Agent shall promptly notify each rights and benefits, and subject to the duties, of a Lender as to such agreementunder the Loan Documents, and (iii2) Schedule 2.1 C-1 hereto shall be deemed to be modified accordingly. 23112834.19 amended to reflect (a) the name, address, Commitment and Pro Rata Share of such Acceding Lender, (b) the Maximum Revolver Amount as increased by such Acceding Lender’s Commitment, and (c) Notwithstanding anything the changes to the contrary other Lenders’ respective Pro Rata Shares and any changes to the other Lenders’ respective Commitments (in this Agreement: (ithe event such Lender is also the Acceding Lender) no Additional Commitment shall require resulting from such assumption and such increased Maximum Revolver Amount. On the consent effective date of any Lender other than such increased or New Commitment, each (I) Lender’s Pro Rata Share shall be recalculated to reflect the Additional Lender in question, but each Additional Commitment shall require the approval new proportionate share of the Administrative Agentrevised total Commitments and increased Maximum Revolver Amount, not to be unreasonably withheld; (iiII) no and each relevant Acceding Lender shall have any obligation make available to participate the Agent such amounts in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have immediately available funds as the right to participate in any Additional Commitment or receive prior notice thereofAgent determines, regardless for the benefit of the fact that its share in other Lenders, as being required to cause, after giving effect to such increase and paying such amounts to such other Lenders, each Lender’s portion of the aggregate Commitments is reduced thereby; (iv) the aggregate amount outstanding Advances of all Additional Commitments the Lenders to equal its Pro Rata Share of such outstanding Advances. Upon request of any Acceding Lender, Borrower shall not exceed U.S.$25,000,000; (v) issue a Revolving Loan Note to evidence the aggregate amount Principal 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 Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional Lender’s Commitment.

Additional Commitments. Provided there exists no Default or Event of Default, Borrower may from time to time request: (ai) Subject any one or more existing Lenders to increase their respective Commitments, or (ii) other financial institutions mutually approved by Agent, the Swingline Lender and the Borrower, to agree to a Commitment (each such existing Lender who has agreed to increase its Commitment or such other financial institution who has agreed to provide a new Commitment, an “Acceding Lender”), so that the total Commitments and the Maximum Revolver Amount may be increased, in increments of not less than Twenty-Five Million Dollars ($25,000,000), by up to no more than Two Hundred Million Dollars ($200,000,000) in the aggregate (for a maximum of total Commitments of Six Hundred Million Dollars ($600,000,000)). Each such increase and new Commitment shall be subject to the terms and conditions hereofprior satisfaction of the following conditions, at any time after as determined by Agent: (i) Borrower shall have requested the Second Amendment Date and increased or new Commitment in writing to Agent not less than thirty (30) days prior to the Maturity Dateeffective date of the proposed new or increased Commitment; (ii) Agent and ▇▇▇▇▇▇▇▇ shall have agreed upon an arrangement fee in respect of any such proposed new or increased Commitment and shall have entered into a fee letter evidencing the same (which fee letter, provided that upon its execution and deliver by each party thereto, shall be deemed a “Loan Document” for all purposes); (iii) the applicable Acceding Lender shall have underwritten and approved by its credit committees the proposed new or increased Commitment; (iv) there shall exist no Default or Event of Default has occurred both at the time of the request for the increased or new Commitment and is continuing at the time at which the increased or new Commitment becomes effective; (v) Agent and that Swingline Lender shall have provided its prior written consent to such increase or new Commitment, which consent shall be a matter of its reasonable discretion; (vi) Borrower shall deliver to Agent all documents (including, without limitation, new Notes and Loan Document modifications as Agent may reasonably request), legal opinions, certificates and instruments as Agent may require in its reasonable discretion in connection with such increase in the Commitments or new Commitment and shall pay all fees owing hereunder or under any fee letter in connection with such increased or new Commitment; (vii) as of the date of such increased or new Commitment, the representations and warranties contained in the Loan Documents shall be true and correct in all material respects as of such date with the same force and effect as if made on and as of such date (other than (A) those representations and warranties which are qualified by materiality, in which case, such representations and warranties shall be true and correct in all respects on and as of such date, and (B) in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects, or true and correct in all respects, as the case may be, on and as of such earlier date); (viii) both before and after giving effect to any such increased or new Commitments, Borrower is (or HCI, if applicable) shall be in pro forma compliance with the financial covenants each covenant set forth 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 serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions.7.17; and (bix) Any Additional Commitment each Acceding Lender shall be documented have delivered to Agent (A) a duly executed Accession Agreement, whereby upon effectiveness thereof such ▇▇▇▇▇▇ agrees to make Advances pursuant to an Additional Commitment Agreement the terms hereof, and (B) such other documents, instruments and agreements as Agent may require, including a completed and executed by the Borroweradministrative details reply, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative administrative questionnaire or similar document in form satisfactory to Agent. A new Acceding Lender shall become party to this Agreement by entering into an Accession Agreement. Upon the due execution and delivery of each Accession Agreement and satisfaction of the conditions precedent set out thereinforegoing conditions, the Maximum Revolver Amount shall thereupon be increased by the amount of such Acceding Lender’s Commitment; provided, that Agent (iin its capacity as such) shall have given its prior written consent to such accession. No Lender is obligated to increase its (1) the Additional Commitment in question Acceding Lender, to the extent not already a Lender, shall become effectivebe a “Lender” hereunder and a party hereto, (ii) entitled to the Agent shall promptly notify each rights and benefits, and subject to the duties, of a Lender as to such agreementunder the Loan Documents, and (iii2) Schedule 2.1 C-1 hereto shall be deemed to be modified accordingly. 23112834.19 amended to reflect (a) the name, address, Commitment and Pro Rata Share of such Acceding Lender, (b) the Maximum Revolver Amount as increased by such Acceding Lender’s Commitment, and (c) Notwithstanding anything the changes to the contrary other Lenders’ respective Pro Rata Shares and any changes to the other Lenders’ respective Commitments (in this Agreement: (ithe event such Lender is also the Acceding Lender) no Additional Commitment shall require resulting from such assumption and such increased Maximum Revolver Amount. On the consent effective date of any Lender other than such increased or New Commitment, each (I) Lender’s Pro Rata Share shall be recalculated to reflect the Additional Lender in question, but each Additional Commitment shall require the approval new proportionate share of the Administrative Agentrevised total Commitments and increased Maximum Revolver Amount, not to be unreasonably withheld; (iiII) no and each relevant Acceding Lender shall have any obligation make available to participate Agent such amounts in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have immediately available funds as Agent determines, for the right to participate in any Additional Commitment or receive prior notice thereof, regardless benefit of the fact that its share in other Lenders, as being required to cause, after giving effect to such increase and paying such amounts to such other Lenders, each Lender’s portion of the aggregate Commitments is reduced thereby; (iv) the aggregate amount outstanding Advances of all Additional Commitments Lenders to equal its Pro Rata Share of such outstanding Advances. Upon request of any Acceding Lender, Borrower shall not exceed U.S.$25,000,000; (v) issue a Revolving Loan Note to evidence the aggregate amount Principal 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 Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional ▇▇▇▇▇▇’s Commitment.

Additional Commitments. Provided there exists no Default or Event of Default, Borrower may from time to time request: (ai) Subject any one or more existing Lenders to increase their respective Commitments, or (ii) request other financial institutions first approved by Agent, in its sole and absolute discretion, to agree to a Commitment (each such existing Lender who has agreed to increase its Commitment or such other financial institution who has agreed to provide a new Commitment, an “Acceding Lender”), so that the total Commitments and the Maximum Amount may be increased by up to no more than Ninety-Five Million Dollars ($95,000,000) in the aggregate (for a maximum of total Commitments of One Hundred Fifty Million Dollars ($150,000,000)). Each such increase and new Commitment shall be subject to the prior satisfaction of the following conditions, as determined by Agent: (1) Borrower shall have requested the increased or new Commitment in writing to Agent not less than thirty (30) days prior to the effective date of the proposed new or increased Commitment; (2) the applicable Acceding Lender shall have underwritten and approved by its credit committees the proposed new or increased Commitment; (3) there shall exist no Default or Event of Default both at the time of the request for the increase or new Commitment and at the time at which the increase or new Commitment becomes effective; (4) Agent and the Requisite Lenders shall have provided their prior written consent to such increase or new Commitment, which consent shall be a matter of their sole and absolute discretion; (5) Borrower shall deliver to Agent all documents (including, without limitation, new Notes and Loan Document modifications as Agent may reasonably request), legal opinions, certificates and instruments as Agent may require in its sole and absolute discretion in connection with such increase in the Commitments or new Commitment and shall pay all fees owing hereunder or under the Fee Letter in connection with such increased or new Commitment; (6) no event, circumstance or condition shall exist which reasonably could be expected to have a Material Adverse Effect; (7) as of the date of such increase or new Commitment, the representations and warranties contained in the Loan Documents shall be true and correct in all material respects, with the same force and effect as if made on and as of such date (except to the extent of changes in facts or circumstances that have been disclosed to the Lenders and do not constitute a Default or Event of Default under this Agreement or any other Loan Document, and except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date); and (8) each Acceding Lender shall have delivered to Agent, an Accession Agreement in substantially the form of Exhibit H hereto (an “Accession Agreement”) with Borrower and Agent and assuming thereunder an increased Commitment or a new Commitment in an amount to be agreed upon by Borrower, such Acceding Lender and Agent, to make Loans pursuant to the terms hereof together with such other documents, instruments and conditions hereofagreements as Agent may require, at any time after the Second Amendment Date including a completed and prior executed administrative details reply, administrative questionnaire or similar document in form satisfactory to the Maturity Date, provided that 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 serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. A new Acceding Lender shall become party to this Agreement by entering into an Accession Agreement. Upon the due execution and delivery of each Accession Agreement and satisfaction of the conditions precedent set out thereinforegoing conditions, the Maximum Amount shall thereupon be increased by the amount of such Acceding Lender’s Commitment; provided, that Agent shall have given its prior written consent to such accession, as Agent. No Lender is obligated to increase its Commitment under any circumstances whatsoever, and no Lender’s Commitment may be increased except by its execution and delivery of an Accession Agreement. On the effective date specified in any duly executed and delivered Accession Agreement: (1) the Acceding Lender, to the extent not already a Lender, shall be a “Lender” hereunder and a party hereto, entitled to the rights and benefits, and subject to the duties, of a Lender under the Loan Documents, (i) the Additional Commitment in question shall become effective, (ii) the Agent shall promptly notify each Lender as to such agreement, and (iii2) Schedule 2.1 C hereto shall be deemed to be modified accordingly. 23112834.19 amended to reflect (a) the name, address, Commitment, Pro Rata Share of such Acceding Lender, (b) the Maximum Amount as increased by such Acceding Lender’s Commitment, and (c) Notwithstanding anything the changes to the contrary other Lenders’ respective Pro Rata Shares and any changes to the other Lenders’ respective Commitments (in this the event such Lender is also the Acceding Lender) resulting from such assumption and such increased Maximum Amount, and (3) Schedule D shall be deemed to be amended to reflect such Acceding Lender’s wire transfer instructions specified in its Accession Agreement: (i) no Additional Commitment . Each Lender’s Pro Rata Share shall require be recalculated to reflect the consent new proportionate share of the revised total Commitments and increased Maximum Amount. Upon request of any Lender other than Acceding Lender, Borrower shall issue a Revolving Loan Note to evidence the Additional Lender in question, but each Additional Commitment shall require the approval Principal Amount of such Lender’s Commitment. All new Loans occurring after an increase of the Administrative Agent, not to total Commitments and the Maximum Amount shall be unreasonably withheld; (ii) no Lender shall have any obligation to participate funded in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all Additional Commitments shall not 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 Administrative Agent and any Additional Lender in connection accordance with the provision by such Additional Lender of an Additional Commitmenteach Lender’s revised Pro Rata Share.

Additional Commitments. (a) Subject So long as no Default or Event of Default then exists or would result therefrom, the Borrower, in consultation with the Administrative Agent, shall have the right at any time and 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 (and/or one or more other Persons which will become Lenders as provided below) provide Additional Commitments and, subject to the applicable terms and conditions hereofcontained in this Agreement and the relevant Additional Commitment Agreement, at make Revolving Loans pursuant to Section 1.01; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Commitment as a result of any time after request by the Second Amendment Date Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Commitment and prior executed and delivered to the Maturity DateAdministrative 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 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 Additional Commitments are to be provided by a Person which is not already a Lender, which consent shall not be unreasonably withheld or delayed), (v) 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 all Additional Commitments permitted to be provided pursuant to this 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 Borrower 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 no Event 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 Default has occurred at least $5,000,000, and is continuing and that (ix) all actions taken by the Borrower is pursuant to this Section 1.16(a) shall be done in pro forma compliance consultation with the financial covenants in Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 5.1(121.16, (i) (assuming the full incurrence and application of the new Indebtedness in question)Borrower, the Borrower may request that the Lenders Administrative Agent and each such Lender or any other Persons Eligible Transferee which agrees to provide additional Commitments an Additional Commitment (each, an “Additional CommitmentLender”) which shall serve execute and deliver to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to Administrative Agent an Additional Commitment Agreement executed by substantially in the Borrowerform of Exhibit M, subject to such modifications in form and substance reasonably satisfactory to the Person providing Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Lender’s Additional Commitment (the “to occur upon delivery of such Additional Lender”) and Commitment Agreement to the Administrative Agent. Upon , 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 precedent set out therein, (iin this Section 1.16(b) to the Additional Commitment in question shall become effectivereasonable satisfaction of the Administrative Agent), (ii) the Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of the Lenders, and incur additional Revolving Loans from other Lenders, in each case so that the Lenders continue to participate in the Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in such Commitments pursuant to this Section 1.16) and with the Borrower 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) the Borrower shall deliver to the Administrative Agent an opinion, in 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 the opinion of counsel delivered to the Administrative Agent on the Effective Date pursuant to Section 5.02. The Administrative Agent shall promptly notify each Lender as to such agreementthe occurrence of each Additional Commitment Date, and (iiiw) Schedule 2.1 on each such date, the Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be deemed to be modified accordingly. 23112834.19 (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, not to be unreasonably withheld; (ii) no Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) increased by the aggregate amount of all such Additional Commitments Commitments, (x) on each such date, Schedule I shall not exceed U.S.$25,000,000; be deemed modified to reflect the revised Revolving Loan Commitments, (vy) the aggregate amount upon surrender 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 old Revolving Loan Notes by the Administrative Agent respective Additional Lender (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the Borrower), to the extent requested by any Additional Lender Lender, a new Revolving Loan Note be issued, at the expense of the Borrower, to such Additional Lender, to be in connection conformity with the provision requirements of Section 1.06 (with appropriate modifications) to the extent needed to reflect the revised Commitments of such Lender and (z) on each such date with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations by the Lenders in such Additional Lender Letters of an Additional CommitmentCredit and Unpaid Drawings to reflect the new Percentages of the Lenders.

Additional Commitments. (a) Subject to Borrower may, as provided in this Section 11.21, increase the terms and conditions hereof, at any time after the Second Amendment Date and prior to the Maturity Date, provided that 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 amount of the new Indebtedness Total Commitment up to an aggregate principal amount of Two Hundred Twenty-Five Million Dollars ($225,000,000). Such increase shall be in question)an amount of at least Five Million ($5,000,000) or integral multiples thereof. After the effective date of such increase, the Borrower may request that Banks' obligations under this Agreement shall be based on the Lenders or any other Persons provide additional Commitments (eachTotal Commitment, an “Additional Commitment”) which shall serve after giving effect to increase the Credit, such that further Loans become available thereunder upon identical terms and conditionsincrease. (b) Any Additional Commitment In order to increase the amount of the Total Commitment, Borrower shall be documented pursuant deliver to the Administrative Agent an Additional Commitment Agreement and Acceptance in substantially the form of Exhibit L executed by the Borrower, Borrower and a financial institution that wishes to become a Bank hereunder. Such financial institution must satisfy the Person providing the Additional Commitment (the “Additional Lender”) requirements applicable to an Eligible Assignee and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, 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 in question shall become effective, 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 promptly notify each Lender as deem appropriate at the time, continue to such agreement, and make its own credit decisions in taking or not taking action under the Loan Documents; (iii) Schedule 2.1 shall be deemed 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 modified accordingly. 23112834.19 performed by it as a Bank. (c) Notwithstanding anything to the contrary in this Agreement: (i) no 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 form of Exhibit L hereto, (1) accept such Additional Commitment and Acceptance and (2) record the information contained therein in the Register. Administrative Agent shall require the consent maintain a copy of any Lender other than the Additional Lender in question, but each Additional Commitment and Acceptance delivered to and accepted by it. The additional Commitment shall require become effective on the approval of first date after the Administrative Agent, not to be unreasonably withheld; (ii) no Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all Additional Commitments shall not 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 acceptance thereof by the Administrative Agent and on which all Eurodollar Loans are simultaneously converted to Loans of another type or Interest Period pursuant to Section 2.8 of the Credit Agreement, provided that if no Eurodollar Loans are outstanding on the date of acceptance by Administrative Agent, the effective date shall be the date of acceptance by Administrative Agent. (d) The Administrative Agent shall promptly thereafter notify each of the other Banks of the increase in the Total Commitments; provided that the failure of the Administrative Agent to so notify the other Banks shall not affect in any Additional Lender manner the validity of the increase in connection with the provision by such Additional Lender amount of an Additional the Total Commitment. (e) On the effective date of each additional Commitment, the financial institution becoming 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, and the Administrative Agent shall promptly distribute to each of the other Banks its share of such payment to reduce each of such Bank's pro rata share of the Loans to its Percentage, after giving effect to the Commitment of the new Bank.

Additional Commitments. (a) Subject to the terms and conditions hereof, at any time after the Second Amendment Date and prior to the Maturity Date, provided that Provided there exists no Default or 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)Default, the Borrower may request that the from time to time request: (i) any one or more existing Lenders to increase their respective Commitments, or any (ii) other Persons financial institutions first approved by Agent, in its reasonable discretion, to agree to a Commitment (each such existing Lender who has agreed to increase its Commitment or such other financial institution who has agreed to provide additional Commitments (eacha new Commitment, an “Additional CommitmentAcceding Lender”), so that the total Commitments and the Maximum Revolver Amount may be increased, in increments of not less than Twenty-Five Million Dollars ($25,000,000), by up to no more than One Hundred Million Dollars ($100,000,000) which shall serve to in the aggregate (for a maximum of total Commitments of Three Hundred Million Dollars ($300,000,000)). Each such increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional new Commitment shall be documented pursuant subject to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon prior satisfaction of the conditions precedent set out thereinfollowing conditions, (i) the Additional Commitment in question shall become effective, (ii) the Agent shall promptly notify each Lender as to such agreement, and (iii) Schedule 2.1 shall be deemed to be modified accordingly. 23112834.19 (c) Notwithstanding anything to the contrary in this Agreementdetermined by Agent: (i) no Additional Borrower shall have requested the increased or new Commitment shall require in writing to Agent not less than thirty (30) days prior to the consent of any Lender other than the Additional Lender in question, but each Additional Commitment shall require the approval effective date of the Administrative Agent, not to be unreasonably withheldproposed new or increased Commitment; (ii) no Lender Agent and Borrower shall have agreed upon an arrangement fee in respect of any obligation to participate in any Additional such proposed new or increased Commitment unless it agrees to do so in and shall have entered into a fee letter evidencing the same (which fee letter, upon its sole discretionexecution and deliver by each party thereto, shall be deemed a “Loan Document” for all purposes); (iii) no the applicable Acceding Lender shall have underwritten and approved by its credit committees the right to participate in any Additional Commitment proposed new or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced therebyincreased Commitment; (iv) there shall exist no Default or Event of Default both at the aggregate amount time of all Additional Commitments shall not exceed U.S.$25,000,000the request for the increased or new Commitment and at the time at which the increased or new Commitment becomes effective; (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 Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional Commitment.

Additional Commitments. (a) Subject 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 terms and conditions hereofrespective Additional Commitment Date, Furniture Brands shall have the right, at any time after and from time to time within one year following the Second Amendment Date Effective Date, and upon at least 15 days prior written notice to the Maturity DateAdministrative Agent, to request on one or more occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided that no Event of Default has occurred below) provide Additional Commitments and is continuing subject to the applicable terms and that the Borrower is conditions contained in pro forma compliance this Agreement and consistent with the financial covenants amount of Additional Commitments so provided, make Revolving Loans pursuant to Sections 1.01(a) and 1.01(c) and purchase participations in Letters of Credit pursuant to Section 5.1(122.04, it being understood and agreed, however, that (i) (assuming the full incurrence and application of the new Indebtedness in question), the Borrower may request that the Lenders or any other Persons no Lender shall be obligated to provide additional Commitments (each, an “Additional Commitment”, (ii) which shall serve until such time, if any, as (x) such Lender has agreed in its sole discretion to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any provide an Additional Commitment shall be documented pursuant and executed and delivered to the Administrative Agent an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”in respect thereof as provided in Section 1.14(b) and the Administrative Agent. Upon satisfaction (y) 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 conditions precedent set out thereinamounts provided for in Section 1.01(a), (i1.01(c) and/or 2.01(c), as the Additional Commitment in question shall become effectivecase may be, (ii) the Agent shall promptly notify each Lender as before giving effect to such agreementAdditional Commitments provided pursuant to this Section 1.14, and (iii) Schedule 2.1 shall be deemed to be modified accordingly. 23112834.19 any Lender (cor, in the circumstances contemplated by clause (vii) Notwithstanding anything to the contrary in this Agreement: (ibelow, any other Person which will qualify as an Eligible Transferee) no may so provide an Additional Commitment shall require without the consent of any other Lender (other than than, in the Additional Lender in questioncircumstances contemplated by clause (viii) below, but each Additional Commitment shall require the approval of the Administrative AgentAgent and each Issuing Lender), not (iv) each provision of Additional Commitments on a given date pursuant to this Section 1.14 shall be unreasonably withheld; in integral multiples (ii) no Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; for all Lenders (ivincluding, in the circumstances contemplated by clause (vii) the aggregate amount below, Eligible Transferees who will become Lenders)) of all Additional Commitments shall not exceed U.S.$25,000,000; at least $5,000,000, (v) the aggregate amount of all Additional Commitments requested at any one time permitted to be provided pursuant to this Section 1.14 shall not be less than U.S.$10,000,000; and exceed $70,000,000, (vi) the Borrower 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 pay request Additional Commitments from Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such up-frontdeficiency on terms which are no more favorable to such Eligible Transferee in any respect than the terms offered to the Lenders, arrangement or other fees as 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 be agreed provide an Additional Commitment unless approved by each of the Administrative Agent and each Issuing Lender, provided that such approval shall not be required with respect to any Additional Commitment assumed by an existing 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 in the Total Commitment pursuant to this 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 Section 1.11 in connection with any such repayment and/or Borrowing and (iv) Furniture Brands shall deliver to the provision 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 reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Commitment Date, and (w) on each such date, the Total Commitment under, and for all purposes 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 extent requested by any Lender, a new Revolving Note will be 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 extent needed to reflect the revised Commitment of such Lender and (z) on such date with respect to all outstanding Letters of Credit and all Unpaid Drawings with respect thereto, there shall be an Additional Commitmentautomatic adjustment to the participations by the Lenders in such Letters of Credit and Unpaid Drawings to reflect the new Percentages of the Lenders.

Additional Commitments. (a) Subject So long as no Termination Event shall have occurred and then be continuing, the Parent may, once during the term of this Agreement, increase the then existing Commitments to up to $250,000,000 in the aggregate, subject to the terms and satisfaction of each of the following conditions hereof, at any time after precedent: (i) the Second Amendment Date and prior Parent shall have delivered written notice of such increase to the Maturity DateAdministrative Agent, provided that no Event which notice shall specify: (A) the identity 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 each Bank or any other Persons provide additional Commitments Eligible Assignee (each, an “Additional Bank”) to whom the Parent proposes each increase in the Commitments be allocated (such increase, an “Additional Commitment”) which shall serve to increase and the Credit, amounts of such that further Loans become available thereunder upon identical terms and conditions.allocations; (bB) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment date (the “Additional LenderCommitment Date”) on which the Parent proposes that the Additional Commitments be effective, which date shall not be more than thirty (30) days, and not less than twenty (20) days, after the date on which such notice is delivered to the Administrative Agent. Upon satisfaction ; and (C) the aggregate amount of the conditions precedent set out therein, (i) the Additional Commitment in question shall become effective, (ii) the Agent shall promptly notify each Lender as to such agreement, and (iii) Schedule 2.1 shall be deemed to be modified accordingly. 23112834.19 (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, not to be unreasonably withheldCommitments; (ii) no Lender not later than three (3) Business Days prior to the Additional Commitment Date, the Parent, the Sellers and the Additional Banks shall have any obligation executed and delivered a Joinder Agreement to participate in any Additional Commitment unless it agrees to do so in its sole discretionthe Administrative Agent; (iii) no Lender on or before the Additional Commitment Date, the Parent shall have made any payments required pursuant to Section 13.2 in connection with the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced therebyCommitments; (iv) on and as of the aggregate amount Additional Commitment Date the representations and warranties made by each Facility Party in each of the Facility Documents to which such Facility Party is a party shall be true and correct in all Additional Commitments material respects (except for those representations and warranties that are conditioned by materiality, which shall not exceed U.S.$25,000,000be true and correct in all respects) to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which shall have been true and correct in all respects) on and as of such earlier date; (v) no Termination Event shall exist on the aggregate amount of all Additional Commitments requested at any one time shall not be less than U.S.$10,000,000Commitment Date before or after giving effect to the Additional Commitments; and (vi) on or before the Borrower may pay such up-frontAdditional Commitment Date, arrangement the Parent shall have delivered or cause to be delivered all corporate legal opinions and other fees as may be agreed documents reasonably requested by the Administrative Agent and any Additional Lender in connection with any such transaction. (b) Upon receipt of the provision notice referred to in Section 2.7(a)(i), the Administrative Agent shall promptly notify each Bank of the Additional Commitment Date, the Additional Commitments, and such Bank’s interest in the Purchased Receivables, subject to the assignments contemplated by such Additional Lender Section 2.7(d). (c) For the avoidance of doubt, no Bank shall have any obligation to provide an Additional Commitment, and each Bank may elect or decline to provide an Additional Commitment in its sole discretion. (d) Effective as of the Additional Commitment Date, (i) each Bank having an existing Commitment shall assign to each Additional Bank, and each Additional Bank shall purchase from each Bank having an existing Commitment, at the principal amount thereof, such interest in the Purchased Receivables on such Additional Commitment Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the interests in the Purchased Receivables will be held by Banks having existing Commitments and by Additional Banks ratably in accordance with their Commitments after giving effect to the addition of such Additional Commitments to the Commitments; (ii) each Additional Commitment shall be a “Commitment” with respect to this Agreement and all matters relating hereto; and (iii) each Additional Bank shall be a “Bank” with respect to this Agreement and all matters relating hereto.

Additional Commitments. (a) Subject The Co-Borrowers may from time to time after the Effective Date, by notice to the Administrative Agent, request that, on the terms and conditions hereof, at any time after the Second Amendment Date and prior subject to the Maturity Dateconditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (i) no Default or Event of Default has shall have occurred and is be 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 would occur after giving effect to such additional Commitments (each, an “Additional Commitment”) which shall serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, (i) the Additional Commitment in question shall become effectiveCommitments, (ii) the Agent loans under such additional Commitments shall promptly notify each Lender as rank pari passu with the Revolving Loans to such agreementbe made pursuant to Section 2.1A(i), and (iii) Schedule 2.1 the representations and warranties in Section 5 shall be deemed true and correct in all material respects prior to and after giving effect to such additional Commitments, (iv) 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 (or any Other Credit Extensions constituting Commitments), (v) the terms (other than with respect to pricing or maturity) of any additional Commitments and the Revolving Loans to be modified accordinglymade thereunder, to the 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 time (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”), then the “LIBOR floor” and/or the Applicable Margin applicable to the Revolving Loans shall be increased such that after giving effect to such increases, 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. 23112834.19 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, (ca) 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 this Agreement: (i) no Additional Commitment shall require Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender other than Lender, to amend the Additional Lender 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 question, but each Additional Commitment shall require connection therewith (including amendments to (1) implement the approval of the Administrative Agent, not to be unreasonably withheld; (ii) no Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share requirements in the aggregate 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 is reduced thereby; (iv) and the aggregate amount of all Additional Commitments shall not exceed U.S.$25,000,000; (v) the aggregate amount of all Additional Commitments requested at outstanding immediately prior to 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 Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional Commitmentincurrence).

Additional Commitments. The Borrower may from time to time after the 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 (a) Subject no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such additional Commitments, (b) the loans under such additional Commitments shall rank pari passu with the Loans to be made pursuant to Section 2.1A(i), (c) the 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 (or any Other Credit Extensions constituting Commitments), (e) the terms (other than with respect to pricing or maturity) of any additional Commitments and the Loans to be made thereunder, to the 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 time (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”), then the Floor, the Term SOFR Adjustment and/or the Applicable Margin applicable to the Loans shall be increased such that after giving effect to such increases, 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 hereofset 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 time after additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Second Amendment Date and 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 Maturity DateBorrower, 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 no Event on the date 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)Commitments, the Borrower may request that permanently reduce the Lenders or any other Persons provide additional Commitments (each, an “Additional Commitment”) which shall serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, (i) the Additional Commitment in question shall become effective, (ii) the Agent shall promptly notify each Lender as outstanding immediately prior to such agreement, and (iii) Schedule 2.1 shall be deemed to be modified accordinglytime without ratably reducing the new Commitments. 23112834.19 (c) Notwithstanding anything to the contrary in this Agreement: (i) no Additional Commitment shall require Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender other than Lender, to amend the Additional Lender 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 question, but each Additional Commitment shall require connection therewith (including amendments to (1) implement the approval of the Administrative Agent, not to be unreasonably withheld; (ii) no Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share requirements in the aggregate 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 is reduced thereby; (iv) and the aggregate amount of all Additional Commitments shall not exceed U.S.$25,000,000; (v) the aggregate amount of all Additional Commitments requested at outstanding immediately prior to 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 Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional Commitmentincurrence).

Additional Commitments. (a) Subject Company may from time to time, by notice to Administrative Agent, request that, on the terms and conditions hereof, at any time after the Second Amendment Date and prior subject to the Maturity Dateconditions contained in this Agreement, Lenders and/or other financial institutions not then a party to this Agreement, that are approved by Administrative Agent (such approval not to be unreasonably withheld or delayed), provide up to an aggregate amount of $250,000,000 in additional Term Loans, which Term Loans may be provided as an additional tranche of Term Loans; provided that (i) no Event of Default has or Potential Event of Default shall have occurred and is be continuing and that or result from the Borrower issuance of such additional Term Loans, (ii) after giving effect to such additional Term Loans, Company is in pro forma compliance with the financial covenants maximum Consolidated Senior Leverage Ratio and maximum Consolidated Leverage Ratio set forth in Section 5.1(12subsections 7.6B and 7.6C, respectively, and (iii) (assuming Company shall have given the full incurrence and application PBGC at least 30 days prior written notice of the new Indebtedness in question), the Borrower may request that the Lenders or any other Persons provide incurrence of such additional Commitments (each, an “Additional Commitment”) which shall serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative AgentTerm Loans. Upon receipt of such notice to Administrative Agent and an Officer’s Certificate as to the satisfaction of the foregoing conditions, Administrative Agent shall use all reasonable efforts to arrange for Lenders or other financial institutions approved of by Administrative Agent and Company (such approval not to be unreasonably withheld or delayed) to provide such additional Term Loans. Alternatively, any Lender may commit to provide the full amount of the requested additional Term Loans and then offer portions of such additional Term Loans to the other Lenders or other financial institutions, subject to the approval of Administrative Agent and Company (such 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 Term Loans. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion to provide any such additional Term Loans on the terms and conditions precedent set out thereinforth herein, (i) the Additional Commitment in question aggregate amount of additional Term Loans shall become effectivebe increased by the amount of the additional Term Loans agreed to be so provided, (ii) the Agent Pro Rata Shares of the respective Lenders in respect of the additional Term Loans shall promptly notify each Lender as to such agreementbe proportionally adjusted, and (iii) Schedule 2.1 if necessary, in respect of an increase in Term Loans, at such time and in such manner as Company and Administrative Agent shall agree, the Lenders who have in their sole discretion agreed to provide such additional Term Loans shall purchase and assume outstanding Term Loans so as to cause the amount of such Term Loans held by each Lender to conform to the respective percentages of the applicable Term Loans of the Lenders as so adjusted and (iv) Company shall execute and deliver any additional Notes as any Lender may reasonably request or to the extent necessary to effect the foregoing changes in accordance with the next succeeding sentence, other amendments or modifications to this Agreement or any other Loan Document. In connection with the additional Term Loans provided for in this subsection 2.1A(v), conforming amendments shall be deemed made to be modified accordingly. 23112834.19 (c) Notwithstanding anything this Agreement and the other Loan Documents to the contrary in this Agreement: (i) no Additional Commitment shall require reflect such additional Term Loans without the consent of any Lender not a lender of such additional Term Loans, including, without limitation, if applicable, conforming amendments: (i) to provide for the additional Term Loans to share ratably in the benefits of this Agreement and the other than Loan Documents with the Additional Lender in questionother Term Loans made under this Agreement, 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 Sections 1 and 2 to provide, among other things, for the additional Term Loans to share ratably with the applicable Term Loans in any Additional Commitment unless it agrees to do so in its sole discretion; the application of prepayments, (iii) no Lender shall have the right to participate in provide an amortization schedule for any Additional Commitment or receive prior notice thereofadditional Term Loans, regardless of the fact that its share in the aggregate Commitments is reduced thereby; and (iv) to include Lenders of the aggregate amount additional Term Loans in any determination of all Additional Commitments Lenders, Requisite Lenders, Requisite Class Lenders and Pro Rata Share. 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 exceed U.S.$25,000,000; (v) lenders of such additional Term Loans to the aggregate amount incurrence of all Additional Commitments requested at the additional Term Loans in compliance with this subsection 2.1A(v), and shall supersede any one time shall not be less than U.S.$10,000,000; and (vi) provisions in subsection 10.6 to the Borrower may pay such up-front, arrangement or other fees as may be agreed by the Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional Commitmentcontrary.”

Additional Commitments. (a) Subject to The Company shall have the terms and conditions hereofright, at any time and from time to time, after the Second Amendment Effective Date and prior to the Final Maturity Date, provided that 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, 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 time, if any, as (x) such existing Lender has occurred agreed in its sole discretion to provide an Additional Commitment and is continuing executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.17(b) and (y) such other conditions set forth in Section 1.17(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 amounts provided for herein, immediately before giving effect to such Additional Commitments provided by such existing Lender pursuant to this Section 1.17, (iii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iv) the aggregate amount of Additional Commitments provided pursuant to this Section 1.17 shall not exceed $250,000,000, with up to the full amount of the Commitment available to be 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 after the tenth Business Day following the request by the Company of the then existing Lenders to provide Additional Commitments pursuant to this Section 1.17 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Borrower is Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in pro forma compliance 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 1.17 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 1.17 below and (viii) all actions taken by the Company pursuant to this Section 1.17 shall be done in coordination with the financial covenants in Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 5.1(121.17, (i) (assuming the full incurrence and application of the new Indebtedness in question)Company, each Designated Subsidiary Borrower, the Borrower may request that the Lenders or any other Persons Administrative Agent and each existing Lender which agrees to provide additional Commitments an Additional Commitment (each, an “Additional CommitmentCommitment Lender”) which shall serve execute and deliver to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to Administrative Agent an Additional Commitment Agreement executed by substantially in the Borrowerform of Exhibit L, subject to such modifications in form and substance reasonably satisfactory to the Person providing Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment (the “Lender’s Additional Lender”) and Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent. Upon , the payment of any fees required in connection therewith and the satisfaction of the other conditions precedent set out therein, (i) forth in this Section 1.17 to the Additional Commitment in question shall become effectivereasonable satisfaction of the Administrative Agent), (ii) 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 the Company the appropriate Internal Revenue Service documentation described in Section 4.04(b), (iii) 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 Effective Date pursuant to Section 5.01(e) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to such agreementthe occurrence of each Additional Commitment Date, and (iiix) Schedule 2.1 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 be modified accordinglyreflect the revised Commitments of each affected Lender. 23112834.19 (c) Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.17, 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 1.17 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 1.17 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 payment. (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) no Additional Commitment shall require the consent any lack of validity or enforceability of this Agreement or 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 withheldother Credit Documents; (ii) no Lender shall the existence of any claim, set-off, defense or other right which the Company or any of its Subsidiaries may have at any obligation to participate time against a beneficiary named in a Specified Several Letter of Credit, any transferee of any Specified Several Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Pre-existing Lender, 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 between the Company or any of its Subsidiaries and the beneficiary named in any Additional Commitment unless it agrees to do so in its sole discretionsuch Specified Several Letter of Credit); (iii) no Lender shall have any draft, certificate or other document presented under the right Specified Several Letter of Credit proving to participate be forged, fraudulent, invalid or insufficient in any Additional Commitment respect or receive prior notice thereof, regardless of the fact that its share any statement therein being untrue or inaccurate in the aggregate Commitments is reduced therebyany respect; (iv) the aggregate amount surrender or impairment of all Additional Commitments shall not exceed U.S.$25,000,000;any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the aggregate amount occurrence 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 Default or other fees as may be agreed by the Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender Event of an Additional CommitmentDefault.

Additional Commitments. (a) Subject to The Parent Borrower shall have the terms and conditions hereof, right at any time and from time to time after the Second Amendment Effective Date and prior to the Maturity Date, provided that 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 Lenders (and/or one or more other Persons which will become Lenders as provided pursuant to clause (vi) below) provide Additional Commitments (and, in connection therewith, to increase the Aggregate Multicurrency Letter of Credit Limit by a ratable amount with respect thereto) and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Commitment Agreement, issue Letters of Credit; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Commitment as a result of any request by the Parent Borrower, (ii) until such time, if any, as (x) such Lender has occurred agreed in its sole discretion to provide an Additional Commitment and is continuing executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.14(b) and (y) such other conditions set forth in Section 1.14(b) shall have been satisfied, such Lender shall not be obligated to issue any Letters of Credit, in excess of the amount provided for in Section 1.01 before giving effect to such Additional Commitments provided pursuant to this Section 1.14, (iii) any Lender (and/or one or more other Persons which will become Lenders as provided pursuant to clause (vi) below) may so provide an Additional Commitment without the consent of any other Lender (it being understood and agreed that the Borrower consent of the Administrative Agent, the Issuing Agent and the Issuing Lenders, if any (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 in pro forma compliance with the financial covenants in Section 5.1(12not already a Lender), (iv) (assuming x) each provision of Additional Commitments on a given date pursuant to this Section 1.14 shall be in a minimum aggregate amount (for all Lenders (including, in the full incurrence circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Lenders)) of at least $1,000,000 and application (y) the aggregate amount of Additional Commitments provided pursuant to this Section 1.14 shall not exceed $100,000,000, (v) the up-front fees payable to any Person providing an Additional Commitment in accordance with this Section 1.14 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 Parent Borrower of the new Indebtedness then existing Lenders (other than Defaulting Lenders) to provide Additional Commitments pursuant to this Section 1.14 on the terms to be applicable thereto, the Parent Borrower has not received Additional Commitments in questionan aggregate amount equal to that amount of the Additional Commitments which the Parent Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Parent Borrower to the Administrative Agent as provided above), then the Parent Borrower may request that Additional Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Lenders Parent Borrower and the Administrative Agent) in 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 Lenders, and (vii) all actions taken by the Parent Borrower pursuant to this Section 1.14 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) the Parent Borrower, each Designated Subsidiary Borrower, the Administrative Agent and each such Lender or other Persons bank or financial institution which agrees to provide additional Commitments an Additional Commitment (each, an “Additional CommitmentLender”) which shall serve execute and deliver to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to Administrative Agent an Additional Commitment Agreement executed by substantially in the Borrowerform of Exhibit I, subject to such modifications in form and substance reasonably satisfactory to the Person providing Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Lender’s Additional Commitment (the “to occur upon delivery of such Additional Lender”) and Commitment Agreement to the Administrative Agent. Upon , the payment of any fees required in connection therewith and the satisfaction of the other conditions precedent set out therein, (i) in this Section 1.14 to the Additional Commitment in question shall become effectivereasonable satisfaction of the Administrative Agent), (ii) all of the outstanding Non-Fronted Letters of Credit shall have been (A) amended or (B) returned by each respective beneficiary to the Issuing Agent and either cancelled and/or exchanged for new or amended Non-Fronted Letters of Credit, which, in the case of (A) and (B), give effect to such Additional Commitment, (iii) if such Additional Lender is issuing Letters of Credit for the account of a U.S. Borrower or U.S. Borrowers, such Additional Lender shall provide to such U.S. Borrower or U.S. Borrowers the appropriate Internal Revenue Service forms (and, if applicable a Section 3.04(b)(ii) Certificate) described in Section 3.04(b), (iv) the Parent Borrower 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 Parent Borrower and each Designated Subsidiary Borrower (if requested) in the case of Designated Subsidiary Borrowers organized under the laws of the United States or any State thereof, or any other jurisdiction where the concept of “good standing” is applicable, and (v) the Parent Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Parent 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 Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to such agreementthe occurrence of each Additional Commitment Date, and (iiix) Schedule 2.1 on each such date, the Total Commitment under, and for all purposes of, this Agreement shall be deemed to be modified accordingly. 23112834.19 (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, not to be unreasonably withheld; (ii) no Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) increased by the aggregate amount of all such Additional Commitments and (y) on each such date Annex I shall not exceed U.S.$25,000,000; (v) be deemed modified to reflect the aggregate amount revised Commitments 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 Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional Commitmentaffected Lenders.