Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) At any time prior to the Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or more increases in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At any From time to time after the Closing Date but prior to the Business Day immediately preceding the Maturity Termination Date, the Borrowers may effectuate one or more increases Borrower shall have the right, at any time and from time to time, by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate US Commitments and/or the Canadian Commitments (each such increase being requested increase, a “Commitment Increase”), by designating either having one or more of the existing Lenders increase their respective Commitments then in effect (each of whicheach, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and), in the case of any other Eligible Assignee by adding as a Lender with a new Commitment hereunder one or more Persons that is are not an existing Lender already Lenders (each, an “Additional Lender”), to become or a party to this Agreement as a Lendercombination thereof; provided, however, provided that (i) each any such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to request for a Commitment Increase shall be available on the same terms as those applicable to the corresponding type in a minimum amount of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender $5,000,000 or Additional Lender, as the case may bean integral multiple of $2,500,000 in excess thereof, (ivii) immediately after giving effect to any Commitment Increase, (y) the aggregate Commitments shall not exceed $125,000,000 and (z) the aggregate of all such Commitment Increases effected after the Closing Date shall not exceed $100,000,00075,000,000, and (viii) after giving effect no existing Lender shall be obligated to each such increase its Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice as a result of such proposed any request for a Commitment Increase pursuant by the Borrower unless it agrees in its sole discretion to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrowerdo so. (b) The Commitment Increase shall become effective on the date Each Additional Lender must qualify as an Eligible Assignee (the “Increase Date”) on or prior to approval of which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (Ashall not be unreasonably withheld or delayed) an agreement and the Borrower and each Additional Lender shall execute a Lender Joinder Agreement together with all such other documentation as the Administrative Agent and the Borrower may reasonably require, all in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by and the Applicable Borrower, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder. (c) If the aggregate Commitments are increased in accordance with this Section 2.20, the Administrative Agent and the Borrower shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase. (d) Notwithstanding anything set forth in this Section 2.20 to the contrary, no increase in the aggregate Commitments pursuant to this Section 2.20 shall be effective unless: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) as to each Increasing Lender and/or Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, setting forth a duly executed Lender Joinder Agreement together with all other documentation required by the CommitmentsAdministrative Agent and the Borrower pursuant to Section 2.20(b); (B) an instrument, if anyduly executed by the Borrower, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to acknowledging and reaffirming its obligations under this Agreement and the other Credit Documents to be bound by all the terms and provisions hereof binding upon each Lender, and which it is a party; (BC) such evidence of appropriate authorization on the part a certificate of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender corporate secretary or an assistant corporate secretary of the Advances to be made by each such Lender to effect Borrower, certifying that the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt resolutions adopted by the Applicable Administrative Agent board of directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, inclusive of the Commitment Increase, have not been rescinded, amended or otherwise modified since the date of their adoption and remain in full force and effect; (D) a certificate of an authorized officer Authorized Officer of the Applicable Borrower, certifying that (y) as of the Commitment Increase Date, all representations and warranties of the Borrower certifying contained in this Agreement and the other Credit Documents are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase and any Loans issued in connection therewith (Aexcept to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects, in each case as of such date), and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment IncreaseIncrease (including any Loans issued in connection therewith and the application of the proceeds thereof); and (ii) The conditions precedent set forth in Section 3.2 shall have been satisfied; provided, no Default has occurred and is continuinghowever, (B) all representations and warranties made by that the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier Borrower shall not be applicable required to any representations and warranties that already are qualified or modified by materiality deliver a Notice of Borrowing unless Borrower is requesting a Borrowing of Loans in connection with such Commitment Increase. Immediately after the text thereof)effectiveness of the Commitment Increase, unless such representation or warranty relates Schedule 1.1 shall automatically be amended to an earlier date which remains true and correct in reflect the Commitments of all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, Lenders after giving effect to such the Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At any time prior The Borrower may by written notice to the Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or more increases in the aggregate US Commitments and/or the Canadian Commitments Administrative Agent elect to seek commitments (each such increase being a “Commitment IncreaseAdditional Revolving Credit Commitments”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a LenderRevolving Credit Commitments; provided, however, that provided that: (i) each the aggregate amount of all Additional Revolving Credit Commitments shall not exceed $500,000,000; (ii) any such Commitment Increase to increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the US limit set forth in the preceding clause (i); (iii) the Additional Revolving Credit Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable the Revolving Credit Commitments then outstanding with the Latest Maturity Date immediately prior to the corresponding type of Additional Commitments Effective Date; provided that (x) the Additional Revolving Credit Commitments may have a higher Applicable Rate than the outstanding Revolving Credit Commitments with the Latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Revolving Credit Commitments with the Latest Maturity Date is automatically increased such that it is equal to the Applicable Rate for the Additional Revolving Credit Commitments and Advances except as to (y) the Borrower may pay upfront fees which may be as agreed on the Additional Commitments Effective Date to between the Borrowers and any Lender providing Additional Revolving Credit Commitments (in such Increasing Lender or capacity, an “Additional Revolving Credit Commitment Lender, as the case may be, ”); and (iv) the aggregate of all such Commitment Increases no existing Lender shall not exceed $100,000,000, and (v) after giving effect be required to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any BorrowerAdditional Revolving Credit Commitments. (b) The Commitment Increase Each such notice shall become effective on specify (x) the date (the each, an “Increase Additional Commitments Effective Date”) on or prior which the Borrower proposes that the Additional Revolving Credit Commitments shall be effective, which shall be a date reasonably acceptable to which the Administrative Agent and (y) the identity of the Persons (each of following conditions which shall have been satisfied: be an Eligible Assignee (ifor this purpose treating a Lender of Additional Revolving Credit Commitments as if it were an assignee)) whom the receipt by Borrower proposes would provide the Applicable Administrative Agent Additional Revolving Credit Commitments and the portion of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and Revolving Credit Commitment to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made provided by each such Lender Person. As a condition precedent to effect the prepayment requirement set forth in Section 2.7(c)(iii)effectiveness of any Additional Revolving Credit Commitments, (iii) receipt by the Applicable Borrower shall deliver to the Administrative Agent of a certificate of an authorized officer dated as of the Applicable Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying (A) both that, before and after giving effect to such Commitment Increase, no Default has occurred the Additional Revolving Credit Commitments (and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text assuming full utilization thereof), unless such representation or warranty relates subject to an earlier date which remains true Section 1.08(b), the conditions in Section 4.02(a) and correct in all material respects as of such earlier date (except that such materiality qualifier b) are satisfied. The Borrower shall not be applicable prepay any Revolving Credit Loans outstanding on the Additional Commitments Effective Date with respect to any representations Additional Revolving Credit Commitment (and warranties that already are qualified or modified by materiality pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the text thereof)Revolving Credit Commitments. If there is a new Borrowing of Revolving Credit Commitments on such Additional Commitments Effective Date, and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, Lenders after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all Revolving Credit Commitments shall make such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable BorrowerRevolving Credit Loans in accordance with Section 2.01. (c) Notwithstanding any provision contained herein to The Additional Revolving Credit Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Revolving Credit Commitment Lender providing the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Additional Revolving Credit Commitments of each Lender (and the principal amount outstanding other Persons specified in the definition of each Advance made by Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such Lender during amendments to this Agreement and the relevant period other Loan Documents as may be necessary or appropriate, in the reasonable opinion of timethe Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. (d) On such Increase Date, each Lender’s share of This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any partycontrary.

Increase in Commitments. (a) At any time prior Subject to the Business Day immediately preceding the Maturity Dateterms and conditions set forth herein, the Borrowers may effectuate one or more increases Borrower shall have the right to cause from time to time an increase in the Commitments of the Lenders by up to $150,000,000 in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), ) by designating either adding to this Agreement one or more of additional financial institutions that are not already Lenders hereunder and that are consented to by the existing Lenders Global Administrative Agent and the Australian Administrative Agent (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increasewhich consent shall not be unreasonably withheld or delayed) or by allowing one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender Lenders to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select their respective Commitments (an each a “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional CI Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such at the time of the Commitment Increase to the US Commitments Increase, no Event of Default shall be equal to at least $10,000,000have occurred which is continuing, (ii) each no such Commitment Increase shall cause the total amount of the Commitments to the Canadian Commitments shall be equal to at least $5,000,000exceed U.S.$450,000,000, (iii) all Commitments and Advances provided pursuant to a no Lender’s Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees increased without such Lender’s prior written consent (which consent may be as agreed to between the Borrowers given or withheld in such Lender’s sole and such Increasing Lender or Additional Lender, as the case may beabsolute discretion), (iv) if, on the aggregate effective date of all such Commitment Increases increase, any Loans have been funded, then the Borrower shall not exceed $100,000,000be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments CI Lender shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice execute a Notice of such proposed Commitment Increase pursuant to this Section 2.17 and deliver such executed notice to the Applicable Australian Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any BorrowerAgent. (b) The Any Commitment Increase must be requested by written notice from the Borrower to the Global Administrative Agent and the Australian Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit I attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice (not less than five (5) Business Days after receipt by the Global Administrative Agent and the Australian Administrative Agent) or on another date agreed to by the Global Administrative Agent, the Australian Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Australian Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Australian Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) Each Commitment Increase shall become effective on the date (the “its Commitment Increase Date”) on or prior to which each of following conditions shall have been satisfied: Effective Date and upon such effectiveness (i) the receipt by the Applicable Global Administrative Agent and the Australian Administrative Agent shall record in its records the CI Lender’s information as provided in the Notice of (A) Commitment Increase and pursuant to an agreement Administrative Questionnaire in form and substance reasonably satisfactory to the Applicable Global Administrative Agent signed and the Australian Administrative Agent that shall be executed and delivered by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional CI Lender to become a party to this Agreement the Global Administrative Agent and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization Australian Administrative Agent on or before the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably requestEffective Date, (ii) the funding by each Increasing Lender Schedule 2.1 hereof shall be amended and Additional Lender of the Advances restated to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), all Lenders (iiiincluding any CI Lenders) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and that will be Lenders hereunder after giving effect to such Commitment Increase (which shall be set forth in Annex I to the applicable Notice of Commitment Increase, no Default has occurred ) and is continuing, the Australian Administrative Agent shall distribute to each Lender (Bincluding each CI Lender) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as a copy of such earlier date (except that such materiality qualifier shall not be applicable to any representations amended and warranties that already are qualified or modified by materiality in the text thereof)restated Schedule 2.1, and (Ciii) each CI Lender identified on the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to Notice of Commitment Increase for such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Increase shall be a “Lender, as applicable, of ” for all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrowerpurposes under this Agreement. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At So long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon notice to the Administrative Agent, at any time prior to after the Business Day immediately preceding the Maturity Closing Date, the Borrowers Borrower may effectuate request one or more increases in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”)Additional Term A Commitments, by designating either one or more of the existing Lenders (each of whichAdditional Term B Commitments, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select Additional Revolving Credit Commitments (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, it being understood and agreed that (i) each at the election of the Borrower, such Commitment Increase to additional commitments in respect of any term loans may be implemented through the US addition of additional new tranches of such loans instead of being implemented as increases in the applicable Commitments shall be equal to at least $10,000,000, and (ii) each if the Borrower makes such Commitment Increase to election, the Canadian Commitments provisions of this Section shall be equal read in a manner that permits such election to at least be implemented; provided that (x) the final maturity date of any such new tranche of term loans shall be no earlier than the Maturity Date for the Term A Loans and (y) the Weighted Average Life to Maturity of any such new tranche of term loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term A Loans); provided that (i) after giving effect to any such addition, the aggregate amount of Additional Term A Commitments, Additional Term B Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $5,000,000150,000,000; (ii) any such addition shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Additional Term A Commitments, Additional Term B Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) all Commitments and Advances provided pursuant to a Commitment Increase the final maturity date of any Additional Term A Loans shall be available on no earlier than the same terms as those applicable to Maturity Date for the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may beTerm A Loans, (iv) the aggregate final maturity date of all such Commitment Increases any Additional Term B Loans shall not exceed $100,000,000be no earlier than the Maturity Date for the Term B Loans, and (v) after giving effect the weighted average life to each such Commitment Increasematurity of the Additional Term A Loans shall be no shorter than the remaining weighted average life to maturity of the Term A Loans, (vi) the weighted average life to maturity of the Additional Term B Loans shall be no shorter than the remaining weighted average life to maturity of the Term B Loans, (vii) no Lender shall be required to participate in the Additional Term A Commitments, the aggregate Canadian Additional Term B Commitments or the Additional Revolving Credit Commitments, (viii) the interest rate and amortization schedule applicable to the Additional Term A Commitments and the Additional Term B Commitments shall not exceed $40,000,000. The Applicable be determined by the Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. lenders thereof and (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (iix) the receipt by Additional Term A Loans and the Applicable Administrative Agent Additional Term B Loans shall rank pari passu in right of (A) an agreement in form payment and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance security with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender Revolving Credit Loans and the Applicable BorrowerTerm Loans. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At The Company shall have the right, at any time and from time to time after the Closing Date but prior to the Business Day immediately preceding date 30 days prior to the Maturity DateCommitment Termination Date by written notice to and in consultation with the Administrative Agent, the Borrowers may effectuate one or more increases to request an increase in the aggregate US Commitments and/or the Canadian Commitments (each such increase being requested increase, a “Commitment Increase”), by designating either having one or more of the existing Lenders increase their respective Commitments then in effect (each of whicheach, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and), in the case of any other Eligible Assignee by adding as a Lender with a new Commitment hereunder one or more Persons that is are not an existing Lender already Lenders (each, an “Additional Lender”), to become or a party to this Agreement as a Lendercombination thereof; provided, however, provided that (i) each any such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to request for a Commitment Increase shall be available on the same terms as those applicable to the corresponding type in a minimum amount of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender $25,000,000 or Additional Lender, as the case may bean integral multiple of $1,000,000 in excess thereof, (ivii) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) immediately after giving effect to each such any Commitment Increase, the aggregate Canadian Commitments of all Commitment Increases effected after the Closing Date shall not exceed $40,000,000. The Applicable Borrower 200,000,000, and (iii) no existing Lender shall provide prompt notice be obligated to increase its Commitment as a result of such proposed any request for a Commitment Increase pursuant by the Company unless it agrees in its sole discretion to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrowerdo so. (b) The Commitment Increase shall become effective on the date Each Additional Lender must qualify as an Eligible Assignee (the “Increase Date”) on or prior to approval of which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent, the Swingline Lender and the Fronting Bank shall not be unreasonably withheld or delayed) and the Borrowers and each Additional Lender shall execute a Lender Joinder Agreement together with all such other documentation as the Administrative Agent of (A) an agreement and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by and the Applicable BorrowerBorrowers, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder. (c) If the aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than 30 days prior to the Commitment Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase. (d) Notwithstanding anything set forth in this Section 2.21, no increase in the aggregate Commitments pursuant to this Section 2.21 shall be effective unless: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) as to each Increasing Lender and/or Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, setting forth a duly executed Lender Joinder agreement together with all other documentation required by the CommitmentsAdministrative Agent and the Borrowers pursuant to Section 2.21(b); (B) an instrument, if anyduly executed by each Borrower and the Guarantor, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to acknowledging and reaffirming its obligations under this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and other Credit Documents; (BC) such evidence of appropriate authorization on the part a certificate of the Applicable secretary or an assistant secretary of each Borrower, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Borrower with respect approving or consenting to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, Increase; (iiD) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer Authorized Officer of the Applicable Borrower Company, certifying that (Ay) both before and after giving effect to such as of the Commitment IncreaseIncrease Date, no Default has occurred and is continuing, (B) all representations and warranties made by of the Applicable Borrowers contained in this Agreement and the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are or if qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects), unless both immediately before and after giving effect to the Commitment Increase and any Borrowings or Letters of Credit issued in connection therewith (except to the extent any such representation or warranty relates is expressly stated to an earlier date have been made as of a specific date, in which remains case such representation or warranty is true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects), in each case as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofdate), and (Cz) the pro forma compliance with the covenants in Section 6.15 no Default or Event of Default has occurred and Section 6.16is continuing, both immediately before and after giving effect to such Commitment Increase, and Increase (iv) receipt by the Increasing Lender including any Borrowings or Additional Lender, as applicable, Letters of all such fees as agreed to between such Increasing Lender and /or Additional Lender Credit issued in connection therewith and the Applicable Borrowerapplication of the proceeds thereof); (ii) If there is a non-ratable increase in the aggregate Commitments, each outstanding Syndicated Letter of Credit shall have been amended giving effect to the reallocation of the Commitments or, if required, returned by each respective beneficiary to the Administrative Agent and cancelled and/or exchanged for a new or amended Syndicated Letter of Credit giving effect to the reallocated Commitments; and (iii) The conditions precedent set forth in Section 3.2 shall have been satisfied. (ce) Notwithstanding any provision contained herein On the Commitment Increase Date, to the contraryextent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Commitments, from and (i) all then outstanding Revolving Loans (the “Outstanding Loans”) shall, to the extent not then maintained as Base Rate Loans, automatically be converted into Base Rate Loans, (ii) immediately after the date effectiveness of such the Commitment Increase, all calculations each Borrower may, if it so requests, convert any such Base Rate Loans into SOFR Loans in the amounts and payments for the Interest Periods specified in a Notice of interest on Conversion/Continuation delivered to the Advances shall take into account the actual Commitments of Administrative Agent in accordance with Section 2.12, (iii) each Lender and shall pay to the principal Administrative Agent in immediately available funds an amount outstanding of each Advance made by such Lender during equal to the relevant period of time. difference, if positive, between (dy) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date Ratable Share, calculated after giving effect to such the Commitment Increase, of the Outstanding Loans and (z) such ▇▇▇▇▇▇’s Ratable Share, calculated without further action giving effect to the Commitment Increase, of the Outstanding Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s Ratable Share, calculated without giving effect to the Commitment Increase, of the Outstanding Loans and (z) such Lender’s Ratable Share, calculated after giving effect to the Commitment Increase, of the amount of the Outstanding Loans, (v) the Lenders shall be deemed to hold the Outstanding Loans ratably in accordance with their respective Commitment (calculated after giving effect to the Commitment Increase), (vi) each Borrower shall pay all accrued but unpaid interest on the Outstanding Loans as of the Commitment Increase Date to the Lenders entitled thereto, and (vii) Schedule 1.1(a) shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of SOFR Loans pursuant to clause (i) above shall be subject to indemnification by any partythe applicable Borrower pursuant to the provisions of Section 2.19 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. (a) At The Company shall have the right at any time prior to increase the aggregate Commitments hereunder to the Business Day immediately preceding extent that the Maturity Date, the Borrowers may effectuate one or more increases in sum of the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), hereunder do not exceed $2,750,000,000 by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and adding to what degree to participate in such Commitment Increase) or this Agreement one or more other Eligible Assignees that at banks (which may include any Bank, with the time agreeconsent of such Bank, in each such bank an “Additional Bank”) with the case approval of the Administrative Agent (and with respect to any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that bank which is not an existing Lender (an “Additional Bank, the approval of each Issuing Lender”), to become a party to this Agreement as a Lender; providedin each case, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 approval shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which unreasonably withheld, each of following conditions which Additional Banks shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) entered into an agreement in form and substance reasonably satisfactory to the Applicable Company and the Administrative Agent signed by pursuant to which such Additional Bank shall undertake a Commitment (if any such Additional Bank is a Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder) which such Commitment shall be in an amount at least equal to $10,000,000 or a larger multiple of $1,000,000, and upon the Applicable Borrower, each Increasing Lender and/or each effectiveness of such agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the “Increased Commitment Date”) such Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to Bank shall thereupon become a party “Bank” for all purposes of this Agreement. Notwithstanding the foregoing, the increase in the aggregate Commitments hereunder pursuant to this Agreement Section 2.11 shall not be effective unless: (i) the Company shall have given the Administrative Agent notice of any such increase at least 3 Business Days prior to any such Increased Commitment Date; (ii) no Default or Event of Default shall have occurred and be continuing as of the date of the notice referred to in the foregoing clause (i) or on the Increased Commitment Date; and (iii) if any Loan shall be bound by all outstanding hereunder, the terms Company shall have borrowed from each of the Additional Banks, and provisions hereof binding upon each Lenderthe Additional Banks shall have made, Loans to the Company (in the case of (x) Term Benchmark Loans, with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s) and (y) RFR Loans, with the same interest payment dates as the interest payment dates applicable to the then outstanding RFR Loans), and (B) such evidence notwithstanding the provisions of appropriate authorization on Section 4.02 hereof requiring that borrowings and prepayments be made ratably in accordance with the part principal amounts of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as Loans held by the Applicable Administrative Agent may reasonably request, (iiBanks) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt Company shall have prepaid Loans held by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and other Banks in such amounts as may be necessary, so that after giving effect to such Commitment IncreaseLoans and prepayments, no Default has occurred the Loans (and is continuing, (BInterest Period(s) all representations of Term Benchmark Loan(s) and warranties made interest payment dates applicable to RFR Loans) shall be held by the Applicable Borrowers Banks pro rata in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance accordance with the covenants in Section 6.15 and Section 6.16respective amounts of their Commitments (as so increased). Promptly following any increase of Commitments pursuant to this Section, after giving effect the Administrative Agent shall provide notice thereof to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any partyBanks.

Increase in Commitments. (a) At The Borrower shall have the right, at any time prior to the Business Day immediately preceding date that is thirty (30) days prior to the Maturity DateTermination Date by written notice to and in consultation with the Administrative Agent, the Borrowers may effectuate one or more increases to request an increase in the aggregate US Commitments and/or the Canadian Revolver Commitments (each such increase being requested increase, a “Commitment Increase”), by designating either having one or more of the existing Lenders increase their respective Revolver Commitments then in effect (each of whicheach, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and), in the case of any other Eligible Assignee by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that is are not an existing Lender already Lenders (each, an “Additional Lender”), to become or a party to this Agreement as a Lender; providedcombination thereof, however, provided that (i) each any such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to request for a Commitment Increase shall be available on the same terms as those applicable to the corresponding type in a minimum amount of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and $5,000,000 (or such Increasing Lender or Additional Lender, lesser amount as the case Administrative Agent may bereasonably agree), (ivii) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) immediately after giving effect to each such any Commitment Increase, the aggregate Canadian Revolver Commitments shall not exceed $40,000,000. The Applicable Borrower 200,000,000300,000,000, and (iii) no Default or Event of Default shall provide prompt notice of such proposed have occurred and be continuing on the applicable Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(sDate (as hereinafter defined) and the applicable Lendersor shall result from any Commitment Increase. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or No consent of any Lender to advance or such Commitment Increase shall be required and no Lender shall be obligated to commit participate as a Lender in such Commitment Increase. The Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to advance the Administrative Agent ten (10) Business Days before executing a commitment with any credit Person that is not already a Lender. Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any Borrower or obligation to arrange for become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Person Lender. Other than fees payable to advance or the Administrative Agent, any fees paid by the Borrower for a Commitment Increase to commit to advance any credit to any an Increasing Lender, an Additional Lender, and the Administrative Agent, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion. (b) The Commitment Increase shall become effective on the date Each Additional Lender must qualify as an Eligible Assignee (the “Increase Date”) on selection of which shall include the prior approval, not to be unreasonably withheld, conditioned or prior to which each delayed, of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement and the Issuing Bank). The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Applicable Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect a Commitment Increase pursuant to this Section 2.14. (c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a)(i) Conformed Credit Agreement - Page 71 through (iii) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) a supplement to this Agreement signed by the Applicable Borrower, Administrative Agent and each Increasing other Lender and/or each Additional Lendercommitting to the Commitment Increase, setting forth the Commitmentsreallocation of Commitments referred to in Section 2.14(e), if anyall other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, of each such Increasing Lender and/or Additional Lender anddocuments or items as the Administrative Agent, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and Lenders or their counsel may reasonably request; (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably requestan instrument, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt duly executed by the Applicable Administrative Agent of Borrower and each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party; (C) a certificate of the secretary or an authorized officer assistant secretary of the Applicable Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (Aor similar governing body) both before and after giving effect of such party approving or consenting to such Commitment Increase; (D) a certificate of the chief financial officer or another Responsible Officer of the Borrower, no Default has occurred and is continuingcertifying that (x) as of the Commitment Increase Date, (B) all representations and warranties made by of the Applicable Borrowers Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates is expressly stated to an earlier date have been made as of a specific date, in which remains case such representation or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofdate), and (Cy) the pro forma compliance with the covenants in Section 6.15 no Default or Event of Default has occurred and Section 6.16is continuing, both immediately before and after giving effect to such Commitment Increase, and Increase (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender including any Borrowings in connection therewith and the Applicable Borrowerapplication of the proceeds thereof); and (E) such other documents or items that the Administrative Agent, the Lenders or their counsel may reasonably request. (cii) Notwithstanding (ii) In the case of any provision contained herein Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied. (a) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the contraryCommitment Increase shall be deemed to be repaid, from and (ii) immediately after the date effectiveness of such the Commitment Increase, all calculations and payments of interest on the Advances Borrower shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to have made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as the aggregate principal amount of the Increase Date Initial Advances and of the types and for the Interest Period specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.01, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such ▇▇▇▇▇▇’s pro rata percentage (calculated after giving effect to such the Commitment Increase) without further action by any party.of the Subsequent Borrowings and Conformed Credit Agreement - Page 72

Increase in Commitments. (a) At any time prior to after the Business Day immediately preceding the Maturity Restatement Effective Date, the Borrowers may effectuate one Parent Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request at any time or more increases in from time to time that the total Commitments be increased; provided that (i) the aggregate US Commitments and/or the Canadian Commitments (amount of each such increase being a “Commitment Increase”)pursuant to this Section 2.22 shall not be less than $50,000,000 and the aggregate amount of all such increases pursuant to this Section 2.22 shall not exceed $400,000,000, by designating either one or more (ii) each such request of the existing Lenders Parent Borrower shall be deemed to be an offer to each Lender to increase its Commitment by its Applicable Percentage of the proposed increased amount and (iii) each of whichLender, in its sole discretion, may determine whether either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to what degree become effective. In the event that the Lenders shall have agreed to participate increase their Commitments by an aggregate amount less than the increase in such Commitment Increase) or the total Commitments requested by the Parent Borrower, the Parent Borrower may arrange for one or more banks or other Eligible Assignees financial institutions (any bank or other financial institution increasing its Commitment or providing a new Commitment pursuant to this Section 2.22 being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the unsubscribed amount; provided that at each Augmenting Lender, if not already a Lender (or an Affiliate of a Lender) hereunder, shall be subject to the time agreeapproval of the Administrative Agent (not to be unreasonably withheld); provided further that any Commitment extended or increased pursuant to this Section 2.22 shall be in a minimum amount of $10,000,000 (or, if less, the balance of the unsubscribed amount of the requested increase in total Commitments). Increases of Commitments and new Commitments created pursuant to this paragraph (a) shall become effective upon the case of execution and delivery by the Parent Borrower, the Administrative Agent and any such Eligible Assignee that is an existing Lender Lenders (including any Augmenting Lenders) agreeing to increase its US Commitment their existing Commitments or its Canadian Commitmentextend new Commitments, as the case may be, as such Lender shall so select (of an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party amendment to this Agreement as a providing for such increased or additional Commitments. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective under this paragraph (a) unless, on the date (of such increase, the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii)4.02(a) and 4.02(b) shall be satisfied (as though a Borrowing were being made on such date, (iii) receipt by the Applicable Administrative Agent of with all references in such Section to a certificate of an authorized officer of the Applicable Borrower certifying (A) both before Borrowing being deemed to be references to such increase and after without giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants parenthetical in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv4.02(a)) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Parent Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At any time prior Provided no Default has occurred and is continuing, upon notice to the Business Day immediately preceding Administrative Agent (which shall promptly notify the Maturity DateLenders), the Borrowers Borrower may effectuate one or more increases from time to time, request an increase in the aggregate US amount of the Commitments and/or by an amount (for all such requests) not exceeding $25,000,000 in the Canadian Commitments (each aggregate; provided that any such request for an increase shall be in a minimum amount of $10,000,000. Any such increase being a “Commitment Increase”), in the aggregate Commitments may be provided by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree any Lender willing to participate in such Commitment Increase) or one or more other increase (each such Lender, a “Participating Lender”), or, subject to the approval of the Administrative Agent, Eligible Assignees designated by the Borrower that at the time agreeare willing to participate in such increase (each, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), and to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided Lenders pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender“Joinder Agreement”, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable BorrowerAgent, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each pursuant to which such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to shall become a party to this Agreement Agreement. The Administrative Agent and the Borrower shall determine (A) the final allocation of such increase among the Participating Lenders and Increasing Lenders and Schedule 2.01 attached hereto shall be automatically updated to be bound by all reflect the terms and provisions hereof binding upon each Lender, same and (B) the effective date (the “Increase Effective Date”) of any such evidence of appropriate authorization increase. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of the Applicable Borrower with respect any Lender to increase its Commitment hereunder. (b) As a condition precedent to such Commitment Increase and such legal opinions as increase, the Applicable Borrower shall deliver to the Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a duly authorized officer of the Applicable Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase (Awhich may be covered in resolutions authorizing Borrowings on and after the Closing Date), and (ii) both certifying that, before and after giving effect to such Commitment Increaseincrease, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.18, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent financial statements furnished in connection with the statements delivered pursuant to clauses (a) and (b) of Section 5.01, and (B) no Default has occurred and is continuing, . The Borrower shall prepay any Loans outstanding on the Increase Effective Date (Band pay any additional amounts required pursuant to Section 2.14) all representations and warranties made by to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to Percentages arising from any representations and warranties that already are qualified or modified by materiality nonratable increase in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable BorrowerCommitments under this Section. (c) Notwithstanding This Section 2.18 shall supersede any provision contained herein provisions in Section 2.16(c) or Section 9.02 to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At The Borrower may request (in writing) Incremental Commitments in an aggregate amount not to exceed, in the aggregate, $750,000,000, in increments of no less than $75,000,000 (or such lesser amount if the remaining available Incremental Commitment pursuant to this Section 2.4 is less than $75,000,000) at any one time, from one or more Incremental Lenders (approved by the Administrative Agent if such Incremental Lender is not already a Revolving Lender and is to be a Revolving Lender after the effective date of the applicable Incremental Commitment Agreement) willing to provide such Incremental Commitments. Requests for such Incremental Commitments may be, at the Borrower’s option, for Incremental Revolving Loans (at any time prior to the Business Day immediately preceding Revolving Termination Date) and/or Incremental Term Loans. In the event the Borrower shall request Incremental Term Loans, such request shall set forth (i) the amount of the Incremental Term Loans being requested, (ii) the date on which such Incremental Term Loans are requested to be made, (iii) any requested differences between the Incremental Term Loans and the existing Term Loans (which shall not be effective until set forth in an executed Incremental Commitment Agreement executed by the Group Members and each applicable Incremental Lender), provided, that in any event (A) the Weighted Average Life to Maturity of all Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Term Loans at the time of the borrowing of such Incremental Term Loan, and (B) the Maturity DateDate of any Incremental Term Loans shall be no shorter than the final maturity of the Tranche B Term Loans, and (iv) whether such Incremental Term Loans are to have the Borrowers may effectuate one same interest rate margin as the Tranche B Term Loans or more increases whether such Incremental Term Loans are to have a different interest rate margin than the Tranche B Term Loans (“Other Term Loans”); provided, that, if the interest rate margin in respect of any Other Term Loan exceeds the aggregate US Commitments and/or Applicable Margin for the Canadian Commitments Tranche B Term Loans (each it being understood that any such increase being a may take the form of original issue discount (“Commitment IncreaseOID”), with OID being equated to the interest rates in a manner determined by designating either one or more the Administrative Agent based on an assumed four-year life to maturity), such Applicable Margin shall be increased so that the interest rate margin in respect of such Other Term Loan (giving effect to any OID issued in connection with such Other Term Loan) is no higher than the existing Lenders Applicable Margin for the Tranche B Term Loans. All Incremental Term Loans (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increaseincluding Other Term Loans) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, shall be made on substantially identical terms as the case may beTranche B Term Loans, except as such Lender shall so select (an “Increasing Lender”) set forth in any applicable Incremental Commitment Agreement, and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”)Other Term Loans, to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative interest rate margin applicable thereto. No Agent or Lender shall be obligated to deliver or fund any Incremental Commitment. The Borrower may reasonably request, (ii) borrow under the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Incremental Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender only five times during the relevant period term of timethis Agreement. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At The Borrower may at any time prior and from time to time, by written notice to the Business Day immediately preceding Administrative Agent (which shall promptly deliver a copy to the Maturity Date, Banks) executed by the Borrowers may effectuate Borrower and one or more increases financial institutions (any such financial institution referred to in the aggregate US Commitments and/or the Canadian Commitments (each such increase this Section being a called an “Commitment IncreaseIncreasing Bank”), by designating either one or more which may include any Bank, cause the Commitments of the existing Lenders Increasing Banks to be increased (or cause the Increasing Banks to extend new Commitments) in an amount for each of which, in its sole discretion, may determine whether and to what degree to participate Increasing Bank (which shall not be less than $5,000,000) set forth in such Commitment Increasenotice, provided that (i) or one or more other Eligible Assignees that at the time agree, in the case of no Bank shall have any such Eligible Assignee that is an existing Lender obligation to increase its US Commitment or its Canadian Commitmentpursuant to this paragraph, as (ii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the case may be, as such Lender term of this Agreement shall so select (an “Increasing Lender”) and, not exceed $85,000,000 in the case aggregate, (iii) each Increasing Bank, if not already a Bank hereunder, shall be subject to the approval of any other Eligible Assignee that is the Administrative Agent (which approval shall not an existing Lender be unreasonably withheld) and (an “Additional Lender”)iv) each Increasing Bank, to if not already a Bank hereunder, shall become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase by completing and delivering to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Canadian Commitments shall be equal to at least $5,000,000, Administrative Agent and the Borrower (iii) all an “Accession Agreement”). New Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of increases in Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (specified in the “Increase Date”) on or prior applicable notices delivered pursuant to this Section 2.17. Upon the effectiveness of any Accession Agreement to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrowerany Increasing Bank is a party, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender Bank shall thereafter be deemed to become be a party to this Agreement and shall be entitled to be bound by all rights, benefits and privileges accorded a Bank hereunder and subject to all obligations of a Bank hereunder. Notwithstanding the terms and provisions hereof binding upon each Lenderforegoing, and no increase in the Commitments (Bor in the Commitment of any Bank) such evidence of appropriate authorization on pursuant to this paragraph shall become effective unless (i) the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, shall have received documents consistent with those delivered under Section 3.01(a)(ii) through (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iiiv), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increaseincrease and (ii) on the effective date of such increase, no Default has occurred and is continuing, (B) all the representations and warranties made by of the Applicable Borrowers Borrower set forth in this Agreement are shall be true and correct in all material respects (except and no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate to that effect dated such materiality qualifier shall not be applicable to date and executed by a Financial Officer of the Borrower. On the effective date of any representations and warranties that already are qualified or modified by materiality increase in the text thereof)Commitments pursuant to this Section 2.17, unless to the extent there are outstanding Advances, the parties hereto shall implement such representation or warranty relates arrangements as may be agreed upon by the Borrower and the Administrative Agent to an earlier date which remains true and correct in all material respects as of such earlier date (except ensure that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) proportion between the pro forma compliance with the covenants in Section 6.15 and Section 6.16Banks’ outstanding Advances, after giving effect to such Commitment Increaseincrease, and (iv) receipt by the Increasing Lender or Additional Lendertheir respective Commitments, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any partyincrease, will be re-established, and the effectiveness of such increase shall be conditioned on the implementation of such arrangements.

Increase in Commitments. (a) At any time prior to the Business Day immediately preceding the Maturity DateOn or before November [ ], the Borrowers may effectuate one or more increases in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”)2006, by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, so long as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments no Default or Event of Default shall have occurred and be equal to at least $10,000,000continuing, and (ii) each the proceeds of any Credit Extensions utilizing such Commitment Increase increased Commitments are used to construct or acquire new articulated tug-barge vessels (including the Canadian Commitments shall be equal ATB) or to at least $5,000,000fund a Vessel Acquisition, (iii) all Commitments each Lender shall have been offered a pro rata share of such proposed increase, and Advances provided pursuant to a Commitment Increase (iv) on the effective date of such increase, no LIBO Rate Loans shall be available outstanding (or if any LIBO Rate Loans are outstanding, the effective date of such increase shall be the last day of the Interest Period in respect of such LIBO Rate Loans), Borrowers may increase the Term Loan Commitment Amount or the Revolving Commitment Amount, or both (such increase herein the "Greenshoe Increase"), at the Arranger's and the Borrowers' mutual discretion, in an aggregate amount for all such increases of up to $90,000,000. Each Lender shall have the option, but no Lender shall have any obligation, to increase its Commitment hereunder in connection with any such increase. In the event that it is necessary to increase the Applicable Margin in respect of such Greenshoe Increase (herein the "Greenshoe Margin") such that the Applicable Margin on Term Loans would be less than such increased Applicable Margin on the same terms as those applicable Greenshoe Increase, then the Applicable Margin in respect of the Term Loan shall automatically be deemed increased to the corresponding type Greenshoe Margin. In the event that any fee (including any upfront fee, or signing fee or any discount to par value) payable to any Lender making a new Commitment or increasing its Commitment as part of Commitments and Advances except as the Greenshoe Increase (herein a "Greenshoe Increasing Lender") exceeds 25 basis points on such Lender's share of such Greenshoe Increase, then the Borrowers shall pay to upfront fees each of the Lenders holding a Term Loan Commitment which may are not Greenshoe Increasing Lenders an amount equal to the product of (x) such Lender's Term Loan Commitment Amount times (y) the number of basis points by which such fee payable to such Greenshoe Increasing Lenders exceeds 25 basis points (the "Increased Fee"). Such Increased Fee shall be as agreed paid upon the effectiveness of such Greenshoe Increase. If the Borrowers desire to between effect a Greenshoe Increase, the Borrowers and such Increasing the financial institution(s) that the Borrowers propose to become a Lender or Additional Lenderhereunder, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement existing Lender(s) that the Borrowers propose to increase their existing Commitments shall (subject at all times to the consent of each such financial institution or each such existing Lender, as applicable) execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit N hereto (an "Additional Lender Certificate"). Upon receipt of such Additional Lender Certificate (1) any such additional Lender shall be deemed to become be a party in all respect to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part other Loan Documents as of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement effective date set forth in Section 2.7(c)(iii)such Additional Lender Certificate and (2) upon the effective date set forth in such Additional Lender Certificate, (iii) receipt by any such Lender party to the Applicable Administrative Agent of Additional Lender Certificate shall purchase a certificate of an authorized officer pro rata portion of the Applicable Borrower certifying outstanding Loans (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality participation interests in the text thereof), unless Letters of Credit) of each of the current Lenders such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date that the Lenders (except that such materiality qualifier shall not be applicable to including any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional additional Lender, as if applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share hold their Percentage of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations outstanding Loans (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any partyand participation interests).

Increase in Commitments. (aA) At any time prior The Borrower, by written notice to the Administrative Agent, may request that the Class D Commitments be increased; provided that the aggregate amount by which the Class D Commitments are increased pursuant to this Section after the Restatement Effective Date shall not exceed $150,000,000. Such notice shall set forth (i) the amount of the requested increase and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Day immediately preceding Days or more than 60 days after the Maturity Datedate of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class D Lender the opportunity to increase its Class D Commitment, by its Applicable Class D Percentage of the proposed increased amount. Each such Class D Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class D Commitment, by all or a portion of the offered amount (each Class D Lender so agreeing being an “Increasing Lender”) or decline to increase its Class D Commitment (and any such Class D Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class D Commitment) (each such Class D Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Borrowers may effectuate Class D Lenders shall have agreed pursuant to the preceding sentence to increase their Class D Commitments by an aggregate amount less than the increase in the total Class D Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class D Lender, to extend Class D Commitments or increase their existing Class D Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class D Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class D Commitment and/or its status as a Class D Lender hereunder. Any increase in the aggregate US total Class D Commitments and/or may be made in an amount which is less than the Canadian increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (B) On the effective date (the “Increase Effective Date”) of any increase in the Class D Commitments pursuant to this Section 2.22 (each such increase being a the “Commitment Increase”), by designating either one or more of if any Class D Revolving Loans are outstanding, the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that Borrower (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, prepay all Class D Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) each may, at its or their option, fund such Commitment Increase to the Canadian Commitments prepayment by simultaneously borrowing Class D Revolving Loans in accordance with this Agreement, which Class D Revolving Loans shall be equal to at least $5,000,000, made by the Class D Lenders ratably in accordance with their respective Applicable Class D Percentage (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) calculated after giving effect to each such the Class D Commitment Increase, the aggregate Canadian Commitments ); provided that such prepayment of Class D Revolving Loans pursuant to this paragraph shall not exceed $40,000,000be required if such Class D Commitment Increase is effected entirely by ratably increasing the Class D Commitments of the existing Class D Lenders. The Applicable Borrower payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall provide prompt notice of such proposed Commitment Increase be subject to Section 2.15. (C) Increases and new Class D Commitments created pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Increase DateIncremental Amendment”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt this Agreement executed by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth each Augmenting Lender and the CommitmentsAdministrative Agent. The Incremental Amendment may, if anywithout the consent of any other Lenders, of each effect such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to be bound by all effect the terms and provisions hereof binding upon each of this Section. (D) Notwithstanding the foregoing, no increase in the total Class D Commitments (or in the Class D Commitment of any Class D Lender, and ) or addition of a new Class D Lender shall become effective under this Section unless (Bi) such evidence of appropriate authorization on the part effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably requestBorrower, (ii) the funding by Administrative Agent shall have received (with sufficient copies for each Increasing Lender and Additional Lender of the Advances Class D Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (e) of Section 6 of the Amendment and Restatement Agreement as to be made by each the corporate power and authority of the Borrower to borrow hereunder after giving effect to such Lender increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the prepayment requirement set forth in Section 2.7(c)(iiidate of such increase and have not been annulled, modified, rescinded or revoked), (iii) receipt by the Applicable Administrative Agent of a certificate of no single Class D Lender or Augmenting Lender shall participate in such increase in an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, amount exceeding $50,000,000 and (iv) receipt by the Increasing Lender no Default exists or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date would exist after giving effect to such Commitment Increase) without further action by any partythereto.

Increase in Commitments. (a) At The Borrower shall have the right at any time and from time to time after the Closing Date and prior to the Business Day immediately preceding date that is thirty (30) days prior to the Maturity Date, final Facility Termination Date to increase the Borrowers may effectuate one or more increases in the aggregate US Commitments and/or the Canadian Commitments Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by designating either one or more of the existing Lenders having a Lender increase its Commitment then in effect (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that or by adding as a Lender with a new Commitment hereunder a Person which is not an existing then a Lender (each an “Additional Assuming Lender”), in each case with the approval of the Administrative Agent, each LC Issuer and the Swingline Lender (such approval not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become a party an Increasing Lender and any election to this Agreement as a do so shall be in the sole discretion of each Lender; provided, however, that provided further that: (i) each any such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to request for a Commitment Increase shall be available on in a minimum amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the same terms as those applicable to the corresponding type of Commitments Aggregate Commitment shall not exceed $600,000,000 and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate amount of all such Commitment Increases shall not exceed $100,000,000, 200,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) after giving effect to each such the representations and warranties contained in Article 5 (other than in Section 5.5) shall be true on and as of the Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice Increase Date as if made on and as of such proposed Commitment Increase pursuant date (or, if any such representation and warranty is expressly stated to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrowerhave been made as of a specified date, as of such specific date). (b) The Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective on as of the date (the “Commitment Increase Date”) on or prior to which each of following conditions shall have been satisfied; provided that: (i) the receipt by the Applicable Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date a certificate of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, Authorized Officer stating that each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect applicable conditions to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii2.20(a) receipt has been satisfied and attaching the resolutions adopted by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, no Default has occurred the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and is continuingthe Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, (B) all representations and warranties made by on or prior to 10:00 a.m. on such Commitment Increase Date, confirmation in writing satisfactory to the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable Administrative Agent as to any representations and warranties that already are qualified or modified by materiality in the text thereof)its increased Commitment, unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as with a copy of such earlier date (except that such materiality qualifier shall not be applicable confirmation to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of On each Commitment Increase Date upon such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of time as the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increaseconditions set forth in Sections 2.20(a) without further action by any party.and 2.20

Increase in Commitments. (a) At any The Agent may from time to time prior to the Business Day immediately preceding the Bridge Loan Maturity Date, the Borrowers may effectuate one or more increases Date arrange an increase in the Aggregate Bridge Commitment in accordance with this Section 2.01(c); provided, that the aggregate US Commitments and/or amount of all such Aggregate Bridge Commitment increases shall not exceed $10,000,000 and in no event shall the Canadian Commitments (each such increase being a “Aggregate Bridge Commitment Increase”), by designating exceed $25,000,000. Agent may arrange either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is for an existing Lender to increase its US Commitment or its Canadian Commitmentarrange for one or more lenders not a party to this Agreement, but qualifying as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not (each such person, an existing Lender (an “"Additional Lender”"), to become assume such additional Commitment(s) (provided that any Additional Lender shall have a Commitment of not less than $1,250,000) by becoming a party to this Agreement as a Lender; provided, however, that by signing an Additional Lender Agreement (i) each such Commitment Increase in substantially the form attached to the US Commitments shall be equal to at least $10,000,000, (iiRevolving Credit Agreement) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, other documentation as the case Agent may bereasonably request to effectuate such transaction. If, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increaseany increase in the Bridge Loan Commitments as aforesaid, the aggregate Canadian Commitments respective Bridge Commitment Percentages of the Lenders are not the same as the respective Bridge Commitment Percentages of the Lenders immediately prior to such increase, the Company shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice prepay any outstanding Loans, together with interest thereon and any amounts due pursuant to Section 3.04, effective as of the date of such proposed increase, which payments shall be applied in accordance with each Lender's Bridge Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or Percentage prior to which giving effect to such increase, and may reborrow such Bridge Loans from each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement Lender in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon accordance with each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such 's revised Bridge Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and Percentage after giving effect to such Commitment Increase, no Default has occurred increase. The Agent and is continuing, (B) all representations and warranties the Lenders shall use reasonable efforts to effect any such increase so as to minimize amounts due pursuant to Section 3.04. Increases in Bridge Commitments pursuant to this Section shall be made by concurrently with Commitments under the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional LenderRevolving Credit Agreement, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrowermore fully described therein. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At any time prior to after the Business Day immediately preceding Effective Date until the Maturity third anniversary of the Effective Date, the Borrowers may effectuate one Borrower may, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders), request at any time or more increases in from time to time that the total Revolving Advance Commitments and/or Term A Commitments and/or Term B Commitments be increased; provided that (i) the aggregate US Commitments and/or amount of all such increases pursuant to this Section shall not exceed $1,000,000,000, (ii) the Canadian Commitments (Borrower shall offer each such Lender the opportunity to increase being a “its applicable Commitment Increase”), by designating either one or more its Percentage of the existing Lenders proposed increased amount, and (iii) each of whichLender, in its sole discretion, may determine whether either (A) agree to increase its applicable Commitment by all or a portion of the offered amount or (B) decline to increase its applicable Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to what degree become effective. In the event that the Lenders shall have agreed to participate increase their applicable Commitments by an aggregate amount less than the increase in such Commitment Increase) or the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other Eligible Assignees that at the time agree, in the case of financial institutions (any such Eligible Assignee that is bank or other financial institution being called an existing Lender “Augmenting Lender”), which may include any Lender, to extend Commitments or increase its US existing Commitment or its Canadian Commitmentin an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, as if not already a Lender hereunder, shall be subject to the case may be, as such Lender shall so select (an “Increasing Lender”) approval of the Agent and, in the case of an increase in the Revolving Advance Commitments, each LC Bank that has any other Eligible Assignee that is outstanding Letters of Credit at the time (which approvals shall not an existing Lender (be unreasonably withheld or delayed). Any such additional Term Advances shall be deemed an “Additional LenderIncremental Term Advance”), any such commitment to become a party make Incremental Term Advances shall be deemed an “Incremental Term Advance Commitment”, and the aggregate amount thereof agreed to this Agreement as a Lender; provided, however, that (i) each be provided by the applicable Lenders or Augmenting Lenders shall be an “Incremental Term Advance Commitment Amount”. Any such Commitment Increase to the US additional Revolving Advance Commitments shall be equal deemed an “Incremental Revolving Commitment” and the aggregate amount thereof agreed to at least $10,000,000, (ii) each such Commitment Increase to be provided by the Canadian Commitments applicable Lenders or Augmenting Lenders shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase DateIncremental Revolving Advance Commitment Amount.”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At any time prior The Borrower, by written notice to the Administrative Agent, may request that the Class D Commitments be increased; provided that the aggregate amount by which the Class D Commitments are increased pursuant to this Section after the Restatement Effective Date shall not exceed $150,000,000. Such notice shall set forth (i) the amount of the requested increase and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Day immediately preceding Days or more than 60 days after the Maturity Datedate of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class D Lender the opportunity to increase its Class D Commitment, by its Applicable Class D Percentage of the proposed increased amount. Each such Class D Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class D Commitment, by all or a portion of the offered amount (each Class D Lender so agreeing being an “Increasing Lender”) or decline to increase its Class D Commitment (and any such Class D Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class D Commitment) (each such Class D Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Borrowers may effectuate Class D Lenders shall have agreed pursuant to the preceding sentence to increase their Class D Commitments by an aggregate amount less than the increase in the total Class D Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class D Lender, to extend Class D Commitments or increase their existing Class D Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class D Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class D Commitment and/or its status as a Class D Lender hereunder. Any increase in the aggregate US total Class D Commitments and/or may be made in an amount which is less than the Canadian increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class D Commitments pursuant to this Section 2.22 (each such increase being a the “Commitment Increase”), by designating either one or more of if any Class D Revolving Loans are outstanding, the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that Borrower (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, prepay all Class D Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) each may, at its or their option, fund such Commitment Increase to the Canadian Commitments prepayment by simultaneously borrowing Class D Revolving Loans in accordance with this Agreement, which Class D Revolving Loans shall be equal to at least $5,000,000, made by the Class D Lenders ratably in accordance with their respective Applicable Class D Percentage (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) calculated after giving effect to each such the Class D Commitment Increase, the aggregate Canadian Commitments ); provided that such prepayment of Class D Revolving Loans pursuant to this paragraph shall not exceed $40,000,000be required if such Class D Commitment Increase is effected entirely by ratably increasing the Class D Commitments of the existing Class D Lenders. The Applicable Borrower payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall provide prompt notice of such proposed Commitment Increase be subject to Section 2.15. (c) Increases and new Class D Commitments created pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Increase DateIncremental Amendment”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt this Agreement executed by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth each Augmenting Lender and the CommitmentsAdministrative Agent. The Incremental Amendment may, if anywithout the consent of any other Lenders, of each effect such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to be bound by all effect the terms and provisions hereof binding upon each of this Section. (d) Notwithstanding the foregoing, no increase in the total Class D Commitments (or in the Class D Commitment of any Class D Lender, and ) or addition of a new Class D Lender shall become effective under this Section unless (Bi) such evidence of appropriate authorization on the part effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably requestBorrower, (ii) the funding by Administrative Agent shall have received (with sufficient copies for each Increasing Lender and Additional Lender of the Advances Class D Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (e) of Section 6 of the Amendment and Restatement Agreement as to be made by each the corporate power and authority of the Borrower to borrow hereunder after giving effect to such Lender increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the prepayment requirement set forth in Section 2.7(c)(iiidate of such increase and have not been annulled, modified, rescinded or revoked), (iii) receipt by the Applicable Administrative Agent of a certificate of no single Class D Lender or Augmenting Lender shall participate in such increase in an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, amount exceeding $50,000,000 and (iv) receipt by the Increasing Lender no Default exists or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date would exist after giving effect to such Commitment Increase) without further action by any partythereto.

Increase in Commitments. (a) At The Company may, at any time prior after the Closing Date by notice to the Business Day immediately preceding the Maturity DateAdministrative Agent, the Borrowers may effectuate one or more increases propose an increase in the aggregate US total Commitments and/or the Canadian Commitments hereunder (each such proposed increase being a “Commitment Increase”), ) either by designating either one or more of the existing Lenders having a Lender increase its Commitment then in effect (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that or by having a Person which is not an existing then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Additional Assuming Lender”), in each case, with the approval of the Administrative Agent (not to become be unreasonably withheld, conditioned or delayed); provided that each Assuming Lender shall be a party to this NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a Lender; provided, however, that NAIC Approved Bank. Such notice shall specify (i) the name of each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000Increasing Lender or Assuming Lender, (iii) all Commitments the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and Advances 30 days prior to the Commitment Termination Date) and (iv) the Company’s election whether to increase the Foreign Currency Sublimit Dollar Amount as provided pursuant to a below. Each Commitment Increase shall be available on the same terms as those applicable subject to the corresponding type following additional conditions: (i) unless the Administrative Agent otherwise agrees, the Commitment of Commitments and Advances except any Assuming Lender as to upfront fees which may part of any Commitment Increase shall be as agreed to between in a minimum amount of at least $25,000,000; (ii) unless the Borrowers and such Increasing Lender or Additional LenderAdministrative Agent otherwise agrees, as the case may be, each Commitment Increase shall be in an amount of at least $25,000,000; (iviii) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) immediately after giving effect to each such any Commitment Increase, the aggregate Canadian Commitments amount of Commitment Increases hereunder shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower.1,500,000,000; (biv) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (Bv) all the representations and warranties made by of the Applicable Borrowers Loan Parties set forth in this Agreement are and the other Loan Documents shall be true and correct in all material respects (except that or, in the case of such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality as to materiality, in all respects) on and as of the text thereof)relevant Commitment Increase Date as if made on and as of such date (or, unless if any such representation or warranty relates is expressly stated to an earlier date which remains true and correct in all material respects have been made as of a specific date, as of such earlier date (except that such materiality qualifier shall not be applicable to specific date). In connection with any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional LenderCompany may, as applicableat its option, of all such fees as agreed elect to between such Increasing Lender and /or Additional Lender and ratably increase the Applicable Borrower. (c) Notwithstanding any provision contained herein Foreign Currency Sublimit Dollar Amount in proportion to the contrary, from and after the date amount of such Commitment Increase (each such proposed increase being a “Foreign Currency Sublimit Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time”). (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. ​ (a) At The Borrower shall have the right, at any time prior to the Business Day immediately preceding date that is one hundred eightythirty (18030) days prior to the Maturity DateTermination Date by written notice to and in consultation with the Administrative Agent, the Borrowers may effectuate one or more increases to request an increase in the aggregate US Commitments and/or the Canadian Revolver Commitments (each such increase being requested increase, a “Commitment Increase”), by designating either having one or more of the existing Lenders increase their respective Revolver Commitments then in effect (each of whicheach, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and), in the case of any other Eligible Assignee by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that is are not an existing Lender already Lenders (each, an “Additional Lender”), to become or a party to this Agreement as a Lender; providedcombination thereof, however, provided that (i) each any such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to request for a Commitment Increase shall be available on the same terms as those applicable to the corresponding type in a minimum amount of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and $5,000,000 (or such Increasing Lender or Additional Lender, lesser amount as the case Administrative Agent may bereasonably agree), (ivii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $150,000,000 and (z) the aggregate of all such Commitment Increases effected shall not exceed $100,000,00055,000,000,200,000,000, and (viii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to each any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no. No consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000(vi) the. The Applicable Borrower shall provide prompt give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before executing a commitment with any Person that is not already a Lender, and (vii). Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such proposed existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable to the Administrative Agent, any fees paid by the Borrower for a Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) an Increasing Lender, an Additional Lender, and the applicable Lenders. This Section 2.17 Administrative Agent, shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion. (b) The Commitment Increase shall become effective on the date Each Additional Lender must qualify as an Eligible Assignee (the “Increase Date”) on selection of which shall include the prior approval, not to be unreasonably withheld, conditioned or prior to which delayed, of the Administrative Agent). The Borrower and each of following conditions Additional Lender shall have been satisfied: (i) execute a joinder agreement, and the receipt by Borrower and each Lender shall execute all such other documentation as the Applicable Administrative Agent of (A) an agreement and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Applicable Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect a Commitment Increase pursuant to this Section 2.14. (c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. Conformed Credit Agreement - Page 71 ‌ 140760.01015/126600145v.2 ‌ ​ (d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a)(i) through (iii) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) a supplement to this Agreement signed by the Applicable Borrower, Required LendersAdministrative Agent and each Increasing other Lender and/or each Additional Lendercommitting to the Commitment Increase, setting forth the Commitmentsreallocation of Commitments referred to in Section 2.14(e), if anyall other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, of each such Increasing Lender and/or Additional Lender anddocuments or items as the Administrative Agent, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and Lenders or their counsel may reasonably request; (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably requestan instrument, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt duly executed by the Applicable Administrative Agent of Borrower and each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party; (C) a certificate of the secretary or an authorized officer assistant secretary of the Applicable Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (Aor similar governing body) both before and after giving effect of such party approving or consenting to such Commitment Increase; (D) a certificate of the Chief Financial Officerchief financial officer or another Responsible Officer of the Borrower, no Default has occurred and is continuingcertifying that (x) as of the Commitment Increase Date, (B) all representations and warranties made by of the Applicable Borrowers Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates is expressly stated to an earlier date have been made as of a specific date, in which remains case such representation or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofdate), and (Cy) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, immediately after giving effect to such Commitment IncreaseIncrease (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (ivz) receipt by the Increasing Lender no Default or Additional LenderEvent of Default has occurred and is continuing, as applicable, of all such fees as agreed to between such Increasing Lender both immediately before and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment IncreaseIncrease (including any Borrowings in connection therewith and the application of the proceeds thereof); and (E) without further action unless waived by any party.the Administrative Agent and the Additional Lender(s), if any, an opinion or opinions of counsel for the Borrower and the Guarantors, in a form satisfactory to Administrative Agent and covering such matters as Administrative Agent may reasonably request, addressed to the Administrative Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have reasonably requested; and

Increase in Commitments. (a) At any time prior during the Commitment Increase Period, Borrower may request that Agent increase the Maximum Revolving Amount or the principal amount outstanding on the Term Loan B (any increase to the Business Day immediately preceding the Maturity DateTerm Loan B shall be subject to subsection (c) below), the Borrowers up to an aggregate amount not to exceed, for all such increases, Thirty-Five Million Dollars ($35,000,000). Each such increase shall be in increments of at least Five Million Dollars ($5,000,000), and may effectuate be made by either (i) increasing, for one or more increases in Lenders, with their prior written consent, their respective portions of the aggregate US Commitments and/or Revolving Credit Commitment or the Canadian Commitments Term Loan B Commitment, as applicable, or (each such increase being a “Commitment Increase”), by designating either ii) including one or more Additional Lenders, each with a portion of the existing Revolving Credit Commitment or the Term Loan B Commitment, as applicable (collectively, the “Additional Commitment”). During the Commitment Increase Period, all of the Lenders (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more other Eligible Assignees that at Additional Commitments upon satisfaction of the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfiedrequirements: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or shall execute an Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuingAssumption Agreement, (B) all representations and warranties made by Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable Lenders, if appropriate, prior to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of the effectiveness of such earlier date Additional Commitments (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofeach an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the pro forma compliance Lenders such replacement or additional Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date with respect to the covenants Specific Commitment being increased, the appropriate Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 6.15 2.10(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 6.162.10(a) hereof) without the prior written consent of such Lender. Borrower shall not request any increase pursuant to this Section 2.10(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such Commitment Increaseincrease would exist. At the time of any such increase, and (iv) receipt by at the Increasing Lender or Additional Lenderrequest of Agent, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender the Credit Parties and the Applicable BorrowerLenders shall enter into an amendment to evidence such increase. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At any time prior The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request that the total Commitments be increased; provided that the total Commitments shall not be increased by more than $250,000,000 during the term of this Agreement pursuant to this Section. Such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 Business Day immediately preceding Days or more than 60 days after the Maturity Datedate of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Borrowers Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may effectuate arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, each Issuing Bank and the Swingline Lender (such approvals not to be unreasonably withheld), and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the aggregate US total Commitments and/or may be made in an amount which is less than the Canadian increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (each such increase being a the “Commitment Increase”), if any Revolving Loans are outstanding, then (unless the Commitment Increase is being effected by designating either one or more of an increase in each Lender’s Commitment ratably in accordance with its Applicable Percentage) the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that Borrower (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) each may, at its option, fund such Commitment Increase prepayment by simultaneously borrowing Revolving Loans of the Types and for the Interest Periods specified in a Borrowing Request delivered pursuant to the Canadian Commitments Section 2.03, which Revolving Loans shall be equal to at least $5,000,000made by the Lenders (including the Increasing Lenders and the Augmenting Lenders, if any) ratably in accordance with their respective Commitments (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) calculated after giving effect to each such the Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000). The Applicable Borrower payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall provide prompt notice of such proposed Commitment Increase be subject to Section 2.16. (c) Increases and new Commitments created pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above; provided that the “Increase Date”) on or Borrower may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent no less than two Business Days prior to which each of following conditions shall have been satisfied: (i) the receipt date specified in the notice delivered by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory Borrower pursuant to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, first sentence of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and paragraph (Ba) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeabove. (d) On Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section unless (i) on the date of such Increase Dateincrease, each Lender’s share the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the applicable Letter of Credit Exposure on such date Borrower and (ii) the Administrative Agent shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations have received (such Applicable Percentage with sufficient copies for such Lender to be determined as each of the Increase Lenders) documents consistent with those delivered on the Effective Date after giving effect to such Commitment Increaseunder clauses (b) without further action by any partyand (c) of Section 4.01.

Increase in Commitments. (a) At any time prior Subject to the Business Day immediately preceding the Maturity Dateterms and conditions set forth herein, the Borrowers may effectuate one Borrower shall have the right, without the consent of the Lenders or more increases the Administrative Agent, to cause from time to time an increase in the aggregate US Commitments and/or total amount of the Canadian Commitments (each such increase being a “Commitment Increase”), ) by designating either adding to this Agreement one or more of additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the existing Lenders Administrative Agent (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increasea “CI Lender”) or by allowing one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender Lenders to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lendertheir respective Commitments; provided, however, that (i) each such Commitment Increase to the US Commitments no Event of Default shall be equal to at least $10,000,000have occurred which is continuing, (ii) each no such Commitment Increase shall cause the total amount of the Commitments to the Canadian Commitments shall be equal to at least $5,000,000exceed U.S.$2,250,000,000, (iii) all Commitments and Advances provided pursuant to a no Lender’s Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees increased without such Lender’s prior written consent (which consent may be as agreed to between the Borrowers given or withheld in such Lender’s sole and such Increasing Lender or Additional Lenderabsolute THE LENDERS UNDER THE APACHE CORPORATION 2006 FIVE-YEAR CREDIT FACILITY April 5, as the case may be, 2007 Page 3 discretion) and (iv) if, on the aggregate effective date of all such Commitment Increases shall not exceed $100,000,000increase, and (v) after giving effect to each such Commitment Increaseany Loans have been funded, then the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice be obligated to pay any breakage fees or costs in connection with the reallocation of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borroweroutstanding Loans. (b) The Any Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.21 attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall become be effective on the proposed effective date set forth in such notice (not less than five (5) Business Days after receipt by the Administrative Agent) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) on or prior On each Commitment Increase Effective Date, to which each the extent that there are Loans outstanding as of following conditions shall have been satisfied: such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party Borrower pursuant to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably requestEffective Date, (ii) the funding Administrative Agent shall, by wire transfer of immediately available funds, pay to each Increasing then Reducing Percentage Lender and Additional Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the Advances to be made by each principal amounts of all then outstanding Loans of such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii)Reducing Percentage Lender, and (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect shall be responsible to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers pay to each Lender any breakage fees or costs in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance connection with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, reallocation of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeLoans. (d) On such Increase DateFor purposes of this Section, each the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s share increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the applicable Letter total amount of Credit Exposure the Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such date Commitment Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the total amount of the Commitments shall automatically be deemed to equal reduced as a result of such Commitment Increase; and (3) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined outstanding Loans decrease as of a Commitment Increase Effective Date THE LENDERS UNDER THE APACHE CORPORATION 2006 FIVE-YEAR CREDIT FACILITY April 5, 2007 Page 4 (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to such the Commitment Increase) without further action by any party).

Increase in Commitments. (a) At The Borrower shall have the right, at any time prior to the Business Day immediately preceding date that is one hundred eighty (180) days prior to the Maturity DateTermination Date by written notice to and in consultation with the Administrative Agent, the Borrowers may effectuate one or more increases to request an increase in the aggregate US Commitments and/or the Canadian Revolver Commitments (each such increase being requested increase, a “Commitment Increase”), by designating either having one or more of the existing Lenders increase their respective Revolver Commitments then in effect (each of whicheach, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and), in the case of any other Eligible Assignee by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that is are not an existing Lender already Lenders (each, an “Additional Lender”), to become or a party to this Agreement as a Lender; providedcombination thereof, however, provided that (i) each any such request for a Commitment Increase to the US Commitments shall be equal to at least in a minimum amount of $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) immediately after giving effect to each such any Commitment Increase, the aggregate Canadian Revolver Commitments shall not exceed $40,000,000. The Applicable 800,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall provide prompt notice be in compliance with the covenants contained in Article V and (v) no consent of any Lender to such proposed Commitment Increase pursuant shall be required and no Lender shall be obligated to this Section 2.17 to participate as a Lender in such Commitment Increase. Such notice from the Applicable Administrative Agent(s) and Borrower shall specify the applicable Lendersrequested amount of the Commitment Increase. This Section 2.17 No Lender shall not be construed to create have any obligation on either to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable under any letter agreement with the Administrative Agent or under any other letter agreement with a Lender acting as an arranger approved by the Administrative Agent, which shall be paid in accordance with their terms, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange Lender, as arranger, shall be for any other Person to advance or to commit to advance any credit to any their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion. (b) The Commitment Increase shall become effective on the date Each Additional Lender must qualify as an Eligible Assignee (the “Increase Date”) on or selection of which shall include the prior to which approval of the Administrative Agent). The Borrower and each of following conditions Additional Lender shall have been satisfied: (i) execute a joinder agreement, and the receipt by Borrower and each Lender shall execute all such other documentation as the Applicable Administrative Agent of (A) an agreement and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Applicable Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect a Commitment Increase pursuant to this Section 2.14. (c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Domestic Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) a supplement to this Agreement signed by the Applicable BorrowerAdministrative Agent and each other Lender committing to the Commitment Increase, each Increasing Lender and/or each all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, the Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender andor their counsel may reasonably request; (B) an instrument, if applicableduly executed by the Borrower and each Guarantor acknowledging and reaffirming its obligations under this Agreement, setting forth the agreement Collateral Documents, and the other Loan Documents to which it is a party; (C) a certificate of the secretary or an assistant secretary of the Borrower and each Additional Lender Guarantor, certifying to become and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase; (D) a party to certificate of the Chief Financial Officer or another Responsible Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct (except to be bound by all the terms extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and provisions hereof binding upon each Lendercorrect as of such date), and (By) such evidence of appropriate authorization on the part of the Applicable Borrower with respect immediately after giving effect to such Commitment Increase (including any Borrowings in connection therewith and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender application of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iiiproceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (iiiz) receipt by the Applicable Administrative Agent no Default or Event of a certificate of an authorized officer of the Applicable Borrower certifying (A) Default has occurred and is continuing, both immediately before and after giving effect to such Commitment IncreaseIncrease (including any Borrowings in connection therewith and the application of the proceeds thereof); and (E) such other documents or items that the Administrative Agent, no Default has occurred and is continuingany Additional Lender, any Increasing Lender or their counsel may reasonably request. (Bii) all representations and warranties made by In the Applicable Borrowers case of any Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement are true and correct in all material respects with respect to Acquisitions shall have been satisfied. (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in e) On the text thereof)Commitment Increase Date, unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (Ci) the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.01, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro forma compliance with the covenants in Section 6.15 and Section 6.16, rata percentage (calculated after giving effect to such the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, and (iv) receipt by after the Increasing Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender or Additional Lender, as applicable, the portion of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein funds equal to the contrarydifference, from and after the date of such Commitment Increaseif positive, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. between (dy) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations pro rata percentage (such Applicable Percentage for such Lender calculated without giving effect to be determined as the Commitment Increase) of the Increase Date Initial Advances and (z) such Lender’s pro rata percentage (calculated after giving effect to such the Commitment Increase) without further action of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolver Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (vii) Schedule 2.01 shall be deemed amended to reflect the Revolver Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to clause (i) above in respect of each Tranche Euro-Dollar Advance shall be subject to indemnification by any partythe Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon not less than 10 Business Days’ (or such shorter period as may be acceptable to Agent) notice to Agent, as long as (a) At any time prior to the Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or more increases requested increase is in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), by designating either one or more minimum amount of the existing Lenders (each of which, in its sole discretion, may determine whether $5,000,000 and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available offered on the same terms as those applicable existing Commitments, except for a closing fee specified by Borrowers and (b) (i(x) on and after the First Second Amendment Effective Date and prior to the corresponding type expiration of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional LenderFirst Second Amendment Specified Period, as the case may be, (iv) the aggregate of all such Commitment Increases shall total increases under this Section do not exceed $100,000,000, 0 and (vy) after giving effect to each such Commitment Increasethe Second Amendment Specified Period, the aggregate Canadian Commitments shall total increases under this Section do not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to 25,000,000 and (y) after the First Amendment Specified Period, the total increases under this Section 2.17 do not exceed $35,000,000 and (ii) no more than five increases are made. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to the Applicable Administrative Agent(s) and the applicable Lenderswhat extent such Lender commits to increase its Commitment. This Section 2.17 Any Lender not responding within such period shall not be construed deemed to create any obligation on either Administrative Agent or any Lender to advance or have declined an increase. If Lenders fail to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall the full requested increase, Eligible Assignees may issue additional Commitments and become effective on Lenders hereunder. Agent may allocate, in its discretion, the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender increased Commitments among committing Lenders and, if applicablenecessary, setting forth Eligible Assignees. Total Commitments shall be increased by the agreement of each Additional Lender to become requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a party to this Agreement date agreed upon by Agent and to be bound by all Borrower Agent, provided the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement conditions set forth in Section 2.7(c)(iii)6.2 are satisfied at such time. Agent, (iii) receipt by Borrowers, and the Applicable Administrative new and existing Lenders shall execute and deliver such documents and agreements as Agent reasonably deems appropriate to evidence the increase in and allocations of a certificate Commitments. On the effective date of an authorized officer of increase, the Applicable Borrower certifying (A) both before Revolver Usage and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by other exposures under the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier Commitments shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)reallocated among Lenders, and (C) the pro forma compliance settled by Agent as necessary, in accordance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, Lenders’ adjusted shares of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable BorrowerCommitments. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At any time prior to On the Business Day immediately preceding the Maturity First Amendment Effective Date, the Borrowers may effectuate one or more Aggregate Revolving Commitment shall be increased from $75,000,000 to $125,000,000, with such increase being the result of increases in the aggregate US Revolving Commitments and/or of certain Initial Lenders, and the Canadian issuance by the Additional Lender of a new Revolving Commitment. After giving effect to the foregoing actions, the Revolving Commitments (each such increase being a “Commitment Increase”), by designating either one or more and the Percentages of the existing Lenders (including the Additional Lender) shall be as set forth on the signature pages to the First Amendment. On the First Amendment Effective Date, all outstanding Loans shall be prepaid in full, together with all interest accrued and unpaid thereon through the date of such prepayment, and all amounts required to be paid pursuant to Section 3.4 as a result of such prepayment occurring on a date other than the last day of an Interest Period. All Loans (including, without limitation, all Loans made to the Borrower on the First Amendment Effective Date to prepay all Loans then outstanding) and all continuations and conversions of outstanding Loans made on and after the First Amendment Effective Date shall be made on the basis of the revised Revolving Commitments and Percentages as set forth in the First Amendment. (b) On the First Amendment Effective Date, with respect to each of whichFacility LC that may previously have been issued and be outstanding, in its sole discretion, may determine whether and to what degree to participate the respective participations in such Commitment IncreaseFacility LC purchased by the Initial Lenders pursuant to Section 2.19(b) shall be increased or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitmentdecreased, as the case may be, as in accordance with the change in each such Lender Initial Lender's Percentage pursuant to the First Amendment, without further action by any party hereto. In addition, the LC Issuer shall so select (an “Increasing Lender”) andbe deemed, in the case of without further action by any other Eligible Assignee that is not an existing Lender (an “Additional Lender”)party hereto, to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase have sold to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, and such Additional Lender shall be deemed, without further action by any party hereto, to have purchased from the LC Issuer, a participation in such Facility LC and the related LC Obligations in proportion to its Percentage as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase established pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable BorrowerFirst Amendment. (c) Notwithstanding any provision contained herein The Borrower's obligations to pay the contraryprincipal of, from and after the date of such Commitment Increaseinterest on, all calculations Loans shall be evidenced by the records of the Agent and payments of interest on each such Lender and, if such Lender has received a Note executed by the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made Borrower pursuant to Section 2.13, 4.1 or 4.3, by such Note payable to such Lender during the relevant period of timecompleted in conformity with this Agreement. (d) On such Increase From and after the First Amendment Effective Date, each Lender’s share of all references in this Agreement to the applicable Letter of Credit Exposure on such date Revolving Commitments shall automatically be deemed to equal such Lender’s Applicable Percentage include the Revolving Commitments as increased by this Section 2.21 (subject, however, to subsequent decreases from time to time as a result of such Letter any reduction thereof pursuant to the provisions of Credit Obligations this Agreement). 5. ADDITION OF SECTION 4.3 (such Applicable Percentage for such Lender to be determined as "EFFECTIVENESS OF FIRST AMENDMENT"). Article IV of the Increase Date after giving effect to such Commitment Increase) without further action 1997 Agreement is hereby amended by any party.adding a new Section 4.3 as follows:

Increase in Commitments. (a) At any time prior after the Closing Date, the Borrower may, by written notice to the Business Day immediately preceding Administrative Agent, request that the Total Commitment be increased by an amount not to exceed $50,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the Borrowers time of such request and on the date of any such increase. The Administrative Agent shall deliver a copy of such request to each Lender. The Borrower shall set forth in such request the amount of the requested increase in the Total Commitment (which shall be in minimum increments of $10,000,000 and a minimum amount of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and that, in any event, must be at least 60 days prior to the Maturity Date). The Borrower may effectuate arrange for one or more increases in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), by designating either one banks or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other entities that are Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to provide a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase hereunder pursuant to this Section 2.17 3.2(a) (each such Person so agreeing being an “ Augmenting Lender ”) and/or the Borrower may offer to each Lender the opportunity to increase its Commitment by its Percentage of the proposed increased amount. Each Lender shall, by notice to the Applicable Administrative Agent(s) Borrower and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each such Lender so agreeing being an “ Increasing Lender ”) or decline to increase its Commitment (and any such Lender that does not deliver such a notice within such period of 10 days shall be deemed to advance have declined to increase its Commitment and each Lender so declining or being deemed to commit have declined being a “ Non-Increasing Lender ”). Each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to advance any credit to any evidence its Commitment and/or its status as a Lender with a Commitment hereunder. Any increase in the Total Commitment may be made in an amount that is less than the increase requested by the Borrower or if the Borrower is unable to arrange for any other Person for, or chooses not to advance or to commit to advance any credit to any Borrowerarrange for, Augmenting Lenders. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part Each of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as parties hereto agrees that the Applicable Administrative Agent may take any and all actions as may be reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances necessary to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and ensure that after giving effect to such any increase in the Total Commitment Increasepursuant to this Section 3.2(b), no Default has occurred and is continuing, the outstanding Loans (Bif any) all representations and warranties made are held by the Applicable Borrowers Lenders with requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Commitment pursuant to this Section 3.2(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this Agreement are true and correct paragraph (ii) shall be subject to Section 2.7 hereof but otherwise without premium or penalty. In addition, in all material respects (except that such materiality qualifier shall not be applicable to connection with any representations and warranties that already are qualified or modified by materiality increase in the text thereof)Total Commitment pursuant to this Section the Administrative Agent may, unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance consultation with the covenants in Section 6.15 and Section 6.16Borrower, after giving effect to such Commitment Increaseappoint any Lender as a Syndication Agent, and (iv) receipt by the Increasing Lender Documentation Agent, Co-Agent or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrowerother similar title. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (ai) At any time prior Twice per calendar year the Borrower may, by written notice to the Business Day immediately preceding Administrative Agent, request that the Total Revolving Commitment be increased by an amount not to exceed $50,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, the Borrowers may effectuate one provided that no Default or more increases in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), by designating either one or more Event of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations continuing at the time of such request and warranties made by on the Applicable Borrowers date of any such increase. The Administrative Agent shall deliver a copy of such request to each Lender. The Borrower shall set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality request the amount of the requested increase in the text thereof), unless such representation or warranty relates to an earlier date Total Revolving Commitment (which remains true shall be in minimum increments of $10,000,000 and correct in all material respects as a minimum amount of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C$10,000,000) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. date on which such increase is requested to become effective (c) Notwithstanding any provision contained herein to the contrary, from and which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and that, in any event, must be at least 360 days prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Revolving Commitment Increaseby its Revolving Facility Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Commitment by all calculations or a portion of the offered amount (each such Lender so agreeing being an "Increasing Lender") or decline to increase its Revolving Commitment (and payments any such Lender that does not deliver such a notice within such period of interest 10 days shall be deemed to have declined to increase its Revolving Commitment and each Lender so declining or being deemed to have declined being a "Non-Increasing Lender"). If, on the Advances 10th day after the Administrative Agent shall take into account have delivered notice as set forth above, the actual Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments of by an aggregate amount less than the increase in the Total Revolving Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities that are Eligible Assignees (each Lender such Person so agreeing being an "Augmenting Lender"), and the principal Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Commitment hereunder. Any increase in the Total Revolving Commitment may be made in an amount outstanding of each Advance made that is less than the increase requested by such Lender during the relevant period of timeBorrower if the Borrower is unable to arrange for, or choose not to arrange for, Augmenting Lenders. (dii) On such Increase Date, each Lender’s share Each of the applicable Letter of Credit Exposure on such date shall automatically parties hereto agrees that the Administrative Agent may take any and all actions as may be deemed reasonably necessary to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.1(b), the outstanding Revolving Loans (if any) are held by the Lenders with Revolving Commitments in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.1(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Commitment IncreaseBorrowings other than in accordance with their new Revolving Facility Percentages; or (z) without further action by any partycombination of the foregoing. Any prepayment or assignment described in this paragraph (ii) shall be subject to Section 2.7 hereof but otherwise without premium or penalty.

Increase in Commitments. (a) At any time prior Subject to the Business Day immediately preceding the Maturity Dateterms and conditions set forth herein, the Borrowers may effectuate one or more increases Borrower shall have the right to cause from time to time an increase in the Commitments of the Lenders by up to $150,000,000 in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), ) by designating either adding to this Agreement one or more of additional financial institutions that are not already Lenders hereunder and that are consented to by the existing Lenders Global Administrative Agent and the Canadian Administrative Agent (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increasewhich consent shall not be unreasonably withheld or delayed) or by allowing one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender Lenders to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select their respective Commitments (an each a “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional CI Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such at the time of the Commitment Increase to the US Commitments Increase, no Event of Default shall be equal to at least $10,000,000have occurred which is continuing, (ii) each no such Commitment Increase shall cause the total amount of the Commitments to the Canadian Commitments shall be equal to at least $5,000,000exceed U.S.$450,000,000, (iii) all Commitments and Advances provided pursuant to a no Lender’s Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees increased without such Lender’s prior written consent (which consent may be as agreed to between the Borrowers given or withheld in such Lender’s sole and such Increasing Lender or Additional Lender, as the case may beabsolute discretion), (iv) if, on the aggregate effective date of all such Commitment Increases increase, any Loans have been funded, then the Borrower shall not exceed $100,000,000be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments CI Lender shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice execute a Notice of such proposed Commitment Increase pursuant to this Section 2.17 and deliver such executed notice to the Applicable Canadian Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any BorrowerAgent. (b) The Any Commitment Increase must be requested by written notice from the Borrower to the Global Administrative Agent and the Canadian Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit I attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice (not less than five (5) Business Days after receipt by the Global Administrative Agent and the Canadian Administrative Agent) or on another date agreed to by the Global Administrative Agent, the Canadian Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Canadian Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Canadian Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) Each Commitment Increase shall become effective on the date (the “its Commitment Increase Date”) on or prior to which each of following conditions shall have been satisfied: Effective Date and upon such effectiveness (i) the receipt by the Applicable Global Administrative Agent and the Canadian Administrative Agent shall record in its records the CI Lender’s information as provided in the Notice of (A) Commitment Increase and pursuant to an agreement Administrative Questionnaire in form and substance reasonably satisfactory to the Applicable Global Administrative Agent signed and the Canadian Administrative Agent that shall be executed and delivered by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional CI Lender to become a party to this Agreement the Global Administrative Agent and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization Canadian Administrative Agent on or before the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably requestEffective Date, (ii) the funding by each Increasing Lender Schedule 2.1 hereof shall be amended and Additional Lender of the Advances restated to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), all Lenders (iiiincluding any CI Lenders) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and that will be Lenders hereunder after giving effect to such Commitment Increase (which shall be set forth in Annex I to the applicable Notice of Commitment Increase, no Default has occurred ) and is continuing, the Canadian Administrative Agent shall distribute to each Lender (Bincluding each CI Lender) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as a copy of such earlier date (except that such materiality qualifier shall not be applicable to any representations amended and warranties that already are qualified or modified by materiality in the text thereof)restated Schedule 2.1, and (Ciii) each CI Lender identified on the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to Notice of Commitment Increase for such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Increase shall be a “Lender, as applicable, of ” for all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrowerpurposes under this Agreement. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At The Borrower shall have the right, at any time and from time to time after the Closing Date but prior to the Business Day immediately preceding date 30 days prior to the Maturity DateCommitment Termination Date by written notice to and in consultation with the Administrative Agent, the Borrowers may effectuate one or more increases to request an increase in the aggregate US Commitments and/or the Canadian Commitments (each such increase being requested increase, a “Commitment Increase”), by designating either having one or more of the existing Lenders increase their respective Commitments then in effect (each of whicheach, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and), in the case of any other Eligible Assignee by adding as a Lender with a new Commitment hereunder one or more Persons that is are not an existing Lender already Lenders (each, an “Additional Lender”), to become or a party to this Agreement as a Lendercombination thereof; provided, however, provided that (i) each any such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to request for a Commitment Increase shall be available on the same terms as those applicable to the corresponding type in a minimum amount of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender $25,000,000 or Additional Lender, as the case may bean integral multiple of $1,000,000 in excess thereof, (ivii) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) immediately after giving effect to each such any Commitment Increase, the aggregate Canadian Commitments of all Commitment Increases effected after the Closing Date shall not exceed $40,000,000. The Applicable Borrower 200,000,000, and (iii) no existing Lender shall provide prompt notice be obligated to increase its Commitment as a result of such proposed any request for a Commitment Increase pursuant by the Borrower unless it agrees in its sole discretion to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrowerdo so. (b) The Commitment Increase shall become effective on the date Each Additional Lender must qualify as an Eligible Assignee (the “Increase Date”) on or prior to approval of which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent, the Swingline Lender and the Fronting Bank shall not be unreasonably withheld or delayed) and the Borrower and each Additional Lender shall execute a Lender Joinder Agreement together with all such other documentation as the Administrative Agent of (A) an agreement and the Borrower may reasonably require, all in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by and the Applicable Borrower, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder. (c) If the aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than 30 days prior to the Commitment Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase. (d) Notwithstanding anything set forth in this Section 2.21, no increase in the aggregate Commitments pursuant to this Section 2.21 shall be effective unless: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) as to each Increasing Lender and/or Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, setting forth a duly executed Lender Joinder agreement together with all other documentation required by the CommitmentsAdministrative Agent and the Borrower pursuant to Section 2.21(b); (B) an instrument, if anyduly executed by the Borrower, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to acknowledging and reaffirming its obligations under this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and other Credit Documents; (BC) such evidence of appropriate authorization on the part a certificate of the Applicable secretary or an assistant secretary of the Borrower, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of the Borrower with respect approving or consenting to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, Increase; (iiD) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer Authorized Officer of the Applicable Borrower Borrower, certifying that (Ay) both before and after giving effect to such as of the Commitment IncreaseIncrease Date, no Default has occurred and is continuing, (B) all representations and warranties made by of the Applicable Borrowers Borrower contained in this Agreement and the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are or if qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects), unless both immediately before and after giving effect to the Commitment Increase and any Borrowings or Letters of Credit issued in connection therewith (except to the extent any such representation or warranty relates is expressly stated to an earlier date have been made as of a specific date, in which remains case such representation or warranty is true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects), in each case as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofdate), and (Cz) the pro forma compliance with the covenants in Section 6.15 no Default or Event of Default has occurred and Section 6.16is continuing, both immediately before and after giving effect to such Commitment Increase, and Increase (iv) receipt by the Increasing Lender including any Borrowings or Additional Lender, as applicable, Letters of all such fees as agreed to between such Increasing Lender and /or Additional Lender Credit issued in connection therewith and the Applicable Borrowerapplication of the proceeds thereof); (ii) If there is a non-ratable increase in the aggregate Commitments, each outstanding Syndicated Letter of Credit shall have been amended giving effect to the reallocation of the Commitments or, if required, returned by each respective beneficiary to the Administrative Agent and cancelled and/or exchanged for a new or amended Syndicated Letter of Credit giving effect to the reallocated Commitments; and (iii) The conditions precedent set forth in Section 3.2 shall have been satisfied. (ce) Notwithstanding any provision contained herein On the Commitment Increase Date, to the contraryextent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Commitments, from and (i) all then outstanding Revolving Loans (the “Outstanding Loans”) shall, to the extent not then maintained as Base Rate Loans, automatically be converted into Base Rate Loans, (ii) immediately after the date effectiveness of such the Commitment Increase, all calculations the Borrower may, if it so requests, convert any such Base Rate Loans into LIBOR Loans in the amounts and payments for the Interest Periods specified in a Notice of interest on Conversion/Continuation delivered to the Advances shall take into account the actual Commitments of Administrative Agent in accordance with Section 2.12, (iii) each Lender and shall pay to the principal Administrative Agent in immediately available funds an amount outstanding of each Advance made by such Lender during equal to the relevant period of time. difference, if positive, between (dy) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date Ratable Share, calculated after giving effect to such the Commitment Increase, of the Outstanding Loans and (z) such Lender’s Ratable Share, calculated without further action giving effect to the Commitment Increase, of the Outstanding Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the (a) shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of LIBOR Loans pursuant to clause (i) above shall be subject to indemnification by any partythe Borrower pursuant to the provisions of Section 2.19 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. (a) At The Borrowers may from time to time, on any time Business Day after the Effective Date and prior to the Business Day immediately preceding the Maturity DateTermination Date so long as no Default or Event of Default exists, the Borrowers may effectuate one or more increases in increase the aggregate US amount of the Revolving Credit Commitments and/or by the Canadian Commitments Company delivering a Commitment Amount Increase Request at least five (each 5) Business Days prior to the desired effective date of such increase being a (the “Commitment Amount Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is identifying an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing additional Lender (an “Additional Lender”or additional Revolving Credit Commitments for existing Lender(s), to become a party to this Agreement as a Lender) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) each such Commitment Increase to the US aggregate amount of the Revolving Credit Commitments shall be equal to not at least any time exceed $10,000,0001,100,000,000, (ii) each such Commitment Increase to any increase of the Canadian aggregate amount of the Revolving Credit Commitments shall be equal to at least in an amount not less than $5,000,000, 25,000,000 and (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form representations and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement warranties set forth in Section 2.7(c)(iii7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), (iii) receipt by except to the Applicable Administrative Agent of a certificate of extent the same expressly relate to an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increaseearlier date, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are which case they shall be true and correct in all material respects (except that such materiality qualifier shall where not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)materiality, unless such representation or warranty relates to an earlier date which remains true and correct otherwise in all material respects respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (except that or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such materiality qualifier assignments (which assignments shall not be applicable subject to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants requirements set forth in Section 6.15 14.11) of the outstanding Loans and Section 6.16L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase, ) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ivii) receipt by the Increasing Lender or Additional Lender, as applicable, Borrowers shall not have terminated any portion of all such fees as agreed the Revolving Credit Commitments pursuant to between such Increasing Lender and /or Additional Lender and Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Applicable Borrower. (c) Administrative Agent relating to any Commitment Amount Increase. Notwithstanding any provision contained anything herein to the contrary, from no Lender shall have any obligation to increase its Revolving Credit Commitment and after the date of such no Lender’s Revolving Credit Commitment Increaseshall be increased without its written consent thereto, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender may at its option, unconditionally and the principal amount outstanding of each Advance made by such Lender during the relevant period of timewithout cause, decline to increase its Revolving Credit Commitment. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At The Borrower shall have the right at any time and from time to time after the Closing Date and prior to the Business Day immediately preceding date that is thirty (30) days prior to the Maturity Date, final Facility Termination Date to increase the Borrowers may effectuate one or more increases in the aggregate US Commitments and/or the Canadian Commitments Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by designating either one or more of the existing Lenders having a Lender increase its Commitment then in effect (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that or by adding as a Lender with a new Commitment hereunder a Person which is not an existing then a Lender (each an “Additional Assuming Lender”), in each case with the approval of the Administrative Agent, each LC Issuer and the Swingline Lender (such approval not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become a party an Increasing Lender and any election to this Agreement as a do so shall be in the sole discretion of each Lender; provided, however, that provided further that: (i) each any such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to request for a Commitment Increase shall be available on in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the same terms as those applicable to the corresponding type of Commitments Aggregate Commitment shall not exceed $150,000,000 and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate amount of all such Commitment Increases shall not exceed $100,000,000, 50,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) after giving effect to each such the representations and warranties contained in Article 5 (other than in Section 5.5) shall be true on and as of the Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice Increase Date as if made on and as of such proposed Commitment Increase pursuant date (or, if any such representation and warranty is expressly stated to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrowerhave been made as of a specified date, as of such specific date). (b) The Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective on as of the date (the “Commitment Increase Date”) on or prior to which each of following conditions shall have been satisfied; provided that: (i) the receipt by the Applicable Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date a certificate of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, Authorized Officer stating that each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect applicable conditions to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii2.20(a) receipt has been satisfied and attaching the resolutions adopted by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, no Default has occurred the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and is continuingthe Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, (B) all representations and warranties made by on or prior to 10:00 a.m. on such Commitment Increase Date, confirmation in writing satisfactory to the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable Administrative Agent as to any representations and warranties that already are qualified or modified by materiality in the text thereof)its increased Commitment, unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as with a copy of such earlier date (except that such materiality qualifier shall not be applicable confirmation to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of On each Commitment Increase Date upon such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of time as the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increaseconditions set forth in Sections 2.20(a) without further action by any party.and 2.20

Increase in Commitments. (a) At any The Borrowers may request an increase in Commitments from time prior to time upon notice to the Business Day immediately preceding the Maturity DateAdministrative Agent, the Borrowers may effectuate one so long as (A) no Default or more increases in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), by designating either one or more Event of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000Default exists, (iiB) each such Commitment Increase to the Canadian Commitments shall be equal to at least requested increase is in a minimum amount of $5,000,000, 7,500,000 (iiiplus any increment of $2,500,000 in excess thereof) all Commitments and Advances provided pursuant to a Commitment Increase shall be available is offered on the same terms as those applicable to the corresponding type of Commitments and Advances existing Commitments, except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt a closing fee specified by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)Borrowers, and (C) increases under this subclause do not exceed $15,000,000 in the pro forma compliance with aggregate and no more than two (2) increases are made. The Administrative Agent shall promptly notify the covenants Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.15 8.2 are satisfied and Section 6.16a successful syndication of the requested increase, after giving effect to total Commitments shall be increased by the requested amount (or such Commitment Increaselesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and (iv) receipt the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Increasing Lender or Additional LenderAdministrative Agent if necessary, as applicable, in accordance with Lenders’ adjusted shares of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable BorrowerCommitments. (c) Notwithstanding any provision contained herein Annex A to the contraryCredit Agreement, from and after Definitions, is hereby amended to add the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.following definitions in proper alphabetical sequence therein:

Increase in Commitments. (a1) At any From time prior to time on or after the Business Day immediately preceding the Maturity Effective Date, the Borrowers may effectuate shall have the right to increase the aggregate Commitments under the Credit Facilities by up to an additional Cdn.$72,500,000 or the Equivalent Amount in US$ by securing increased Commitments from one or more increases Lender Groups already party to this Agreement or by the addition of one or more Lender Groups under this Agreement. For greater certainty, a Lender Group shall not have any obligation to increase its Commitment and may elect to increase its Commitment at the Lender Group’s sole discretion. Any such increase in the aggregate US Commitments and/or under the Canadian Commitments Credit Facilities shall be subject to the following conditions: (a) each such increase being shall be in a “Commitment Increase”)minimum amount of Cdn. $10,000,000 and in increments of Cdn. $5,000,000; (b) a Borrower shall deliver to the Agent an officer’s certificate certifying that no Event of Default or Pending Event of Default has occurred and is continuing or will occur by the Borrowers increasing the aggregate Commitments under the Credit Facilities; (c) the Agent, by designating acting reasonably, shall have consented to the identity of any Lender Group who is not already a party to this Agreement; (d) the Borrowers shall cause to be delivered to the Agent an instrument in writing from each Lender Group which is agreeing to such increased Commitments, either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agreeconfirming their increased Commitments, in the case of any such Eligible Assignee that each Lender Group which is an existing already a Lender Group hereunder, or agreeing to increase its US Commitment or its Canadian Commitment, be bound by the terms of this Agreement as the case may be, as such Lender shall so select (an “Increasing Lender”) andLenders, in the case of any other Eligible Assignee that each Lender Group which is not an existing at the time a Lender Group hereunder; and (an “Additional Lender”e) subject to Section 2.09(2), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Lender Group’s Proportionate Share of Commitments shall be equal to at least $10,000,000, (ii) the same in each such Commitment Increase to of the Canadian Commitments shall be equal Revolving Facility and the US Revolving Facility following such increase in the aggregate Commitments. (2) Upon its confirmation of the satisfaction of the foregoing conditions, the Agent will forthwith prepare and deliver to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing each Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (Group a new Schedule A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitmentsnew Maximum Facility Amount and the Commitments of the Lenders under the Credit Facilities, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lenderas so increased. Such new Schedule A, and (B) such evidence of appropriate authorization on the part revised Commitments of the Applicable Borrower with respect Lenders set forth therein, will become effective the next Business Day following delivery by the Agent thereof to the Borrowers and the Lenders. On such Commitment Increase date, the Borrowers shall obtain Advances from the Lenders in such amounts and in such legal opinions proportions as are necessary to ensure that following such Advances, the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender Proportionate Share of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure Group equals its Proportionate Share on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.new Schedule A.

Increase in Commitments. (a) At The Company may, at any time prior after the Closing Date by notice to the Business Day immediately preceding the Maturity DateAdministrative Agent, the Borrowers may effectuate one or more increases propose an increase in the aggregate US total L/C Tranche Commitments and/or the Canadian or RC Tranche Commitments hereunder (each such proposed increase being a “Commitment Increase”), ) either by designating either one or more having a Lender increase its Commitment of the existing Lenders applicable Class then in effect (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that or by having a Person which is not an existing then a Lender become a party hereto as a Lender with a new Commitment of the applicable Class hereunder (each an “Additional Assuming Lender”), in each case, with the approval of the Administrative Agent (not to become be unreasonably withheld); provided that each Assuming Lender with a party to this Agreement as a Lender; provided, however, that (i) each such L/C Tranche Commitment Increase to the US Commitments shall be equal to at least $10,000,000a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, (ii) in each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000case, (iii) all Commitments and Advances provided pursuant to with a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender Person or Additional Lender, as the case may beapplicable, (iv) the aggregate of all such Commitment Increases which is a NAIC Approved Bank. Such notice shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: specify (i) the receipt by the Applicable Administrative Agent name of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Assuming Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if as applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender Class of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii)Commitments which is being increased, (iii) receipt the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iv) the Applicable date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a certificate minimum amount of at least $25,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an authorized officer amount of the Applicable Borrower certifying at least $25,000,000; (Aiii) both before and immediately after giving effect to such any Commitment Increase, the total Commitments hereunder shall not exceed $4,500,000,000; (iv) no Default has occurred and is continuing, continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (Bv) all the representations and warranties made by of the Applicable Borrowers Loan Parties set forth in this Agreement are and the other Loan Documents shall be true and correct in all material respects (except that or, in the case of such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality as to materiality, in all respects) on and as of the text thereof)relevant Commitment Increase Date as if made on and as of such date (or, unless if any such representation or warranty relates is expressly stated to an earlier date which remains true and correct in all material respects have been made as of a specific date, as of such earlier date specific date). Each Commitment Increase (except and the increase of the applicable Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such materiality qualifier Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall not be provide its Commitment (or an increase of its applicable to any representations Commitment, as applicable), duly executed by each such Lender and warranties that already are qualified or modified the Borrowers and acknowledged by materiality the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the text thereofRegister and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans of the applicable Class then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans of such Class made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (Cii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans of such Class from all the pro forma compliance relevant Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans of such Class are held ratably by the relevant Lenders in accordance with the covenants in Section 6.15 and Section 6.16, their respective Commitments of such Class (after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) ). Notwithstanding any provision contained anything herein to the contrary, from no Lender shall have any obligation to agree to increase any of its Commitments hereunder and after any election to do so shall be in the date sole discretion of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeLender. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At The Borrower shall have the right, at any time prior and from time to time after the Business Day immediately preceding Restatement Effective Date by written notice to and in consultation with the Maturity DateAdministrative Agent, the Borrowers may effectuate one or more increases to request an increase in the aggregate US Commitments and/or the Canadian Commitments (each such increase being requested increase, a “Commitment Increase”), by designating either having one or more of the existing Lenders increase their respective Commitments then in effect (each of whicheach, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and), in the case of any other Eligible Assignee by adding as a Lender with a new Commitment hereunder one or more Persons that is are not an existing Lender already Lenders (each, an “Additional Lender”), to become or a party to this Agreement as a Lendercombination thereof; provided, however, provided that (i) each any such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to request for a Commitment Increase shall be available on the same terms as those applicable to the corresponding type in a minimum amount of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be$25,000,000, (ivii) immediately after giving effect to any Commitment Increase, (y) the aggregate Commitments shall not exceed $300,000,000 and (z) the aggregate of all such Commitment Increases effected shall not exceed $100,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the financial covenants contained in ARTICLE VII, and (v) after giving effect the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before making a request to any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if it provides written notice of its election to participate within ten (10) Business Days of the Administrative Agent’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or ▇▇▇▇▇ Fargo, as Arranger, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such Commitment Increaseparty and the Borrower, the aggregate Canadian Commitments shall not exceed $40,000,000in each party’s sole discretion. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to Nothing contained in this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 2.20 shall not be construed to create obligate the Borrower to pay any obligation on either fee for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrowereither Arranger. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt Each Additional Lender must be approved in writing by the Applicable Administrative Agent of (A) an agreement and the Issuing Lender. The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent and the Borrower may reasonably require including without limitation the documentation for the amendment referred to in Section 2.20(d)(i)(A), all in form and substance reasonably satisfactory to the Applicable Administrative Agent and the Borrower, to evidence the Commitment adjustments referred to in Section 2.20(e). (c) If the aggregate Commitments are increased in accordance with this Section 2.20, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section 2.20 to the contrary, the Borrower shall not incur any Revolving Loans pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.20(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) an amendment to this Agreement signed by the Applicable Borrower, each Increasing Lender and/or each Lenders (if any) and Additional LenderLenders (if any), setting forth the Commitmentsreallocation of Commitments referred to in Section 2.20(e), together with all other documentation required by the Administrative Agent pursuant to Section 2.20(b); (B) an instrument, duly executed by the Borrower and each other Subsidiary Guarantor, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth acknowledging and reaffirming its obligations under the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each LenderSubsidiary Guaranty, and the other Credit Documents to which it is a party; (BC) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of the secretary or an authorized officer assistant secretary of the Applicable Borrower and each Subsidiary Guarantor, certifying to and attaching the resolutions adopted by the board of directors (Aor similar governing body) both before and after giving effect of such party approving or consenting to such Commitment Increase; (D) a certificate of a Financial Officer of the Borrower, no Default has occurred and is continuing, certifying that (Bx) all representations and warranties made by of the Applicable Borrowers Borrower and the Subsidiary Guarantors contained in this Agreement and the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date the Commitment Increase Date (except to the extent such representation and warranty is qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects or except to the extent that such materiality qualifier representation and warranty is made as of a specific date, in which case, such representation and warranty shall not be applicable to any representations true and warranties that already are qualified or modified by materiality in the text thereofcorrect as of such date), and (Cy) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, immediately after giving effect to such Commitment IncreaseIncrease (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the financial covenants contained in ARTICLE VII, and (ivz) receipt by the Increasing Lender no Default or Additional LenderEvent of Default has occurred and is continuing, as applicable, of all such fees as agreed to between such Increasing Lender both immediately before and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof); and (E) an opinion or opinions of counsel for the Borrower and the Subsidiary Guarantors, addressed to the Administrative Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have reasonably requested; (ii) In the case of any Borrowing of Revolving Loans in connection with such Commitment Increase for the purpose of funding a Permitted Acquisition, the applicable conditions set forth in this Agreement with respect to Permitted Acquisitions shall have been satisfied. (e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolving Loans (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of Revolving Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.2(b), (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without further action giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (z) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto, and (vii) Schedule 1.1 shall be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to clause (i) above in respect of each LIBOR Loan shall be subject to indemnification by any partythe Borrower pursuant to the provisions of Section 2.18 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. (a) At any time prior Subject to the Business Day immediately preceding terms and conditions contained in this Section 2.14, Borrower may request that the Maturity Date, Aggregate Commitments be increased to a principal amount not to exceed Forty-Five Million Dollars ($45,000,000). Any such request shall be in writing and delivered to the Borrowers Administrative Agent and each Lender. Such increase in the Aggregate Commitments may effectuate be effected by (i) increasing the Commitment of one or more increases in the aggregate US Commitments Lenders that have agreed to such increase, and/or the Canadian Commitments (each such increase being a “Commitment Increase”)ii) subject to clause (c) below, by designating either adding one or more of the existing Lenders commercial banks or other Persons as a party hereto (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to with a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as in an amount agreed to between the Borrowers and by any such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, Borrower and, as applicable, each Lender that has agreed to increase its Commitment Increase shall become effective on and each Additional Lender) after the date (the “Increase Date”) on or prior later to which each occur of following conditions shall have been satisfied: (i) the receipt by date on which Borrower has delivered to the Applicable Administrative Agent a certified copy of (A) an agreement resolutions of its board of directors, in form and substance reasonably satisfactory acceptable to the Applicable Administrative Agent signed by the Applicable BorrowerAgent, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each authorizing such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement increase and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by Administrative Agent and each Increasing Lender has received and Additional Lender accepted the applicable increase letter (in the case of an increase in the Commitment of an existing Lender) or assumption letter (in the case of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iiiaddition of an Additional Lender), (iii) receipt by the Applicable each in a form acceptable to Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable BorrowerAgent. (c) Notwithstanding any provision contained herein to No Additional Lender shall be added as a party hereto without the contrarywritten consent of the Administrative Agent, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender L/C Issuer and the principal amount outstanding of each Advance made by such Swing Line Lender during (which consents shall not be unreasonably withheld or delayed), and no increase in the relevant period of timeAggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (d) On such Increase DateThe Administrative Agent shall promptly notify Borrower and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Pro Rata Share of each Lender after giving effect thereto. Borrower acknowledges that, in order to maintain Loans in accordance with each Lender’s share Pro Rata Share, a reallocation of the applicable Letter Commitments as a result of Credit Exposure a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Loans on such the date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Credit Obligations Section 3.4). (such Applicable Percentage for such Lender e) This Section shall supersede any provision in Section 10.1 to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any partycontrary.

Increase in Commitments. (a) At The Borrower shall have the right, at any time prior and from time to time after the Business Day immediately preceding Closing Date by written notice to and in consultation with the Maturity DateAdministrative Agent, the Borrowers may effectuate one or more increases to request an increase in the aggregate US Revolver Commitments and/or (but not the Canadian Commitments limitation on the amount of Swing Advances specified in Section 2.01(b) or the amount of Letter of Credit Obligations specified in Section 11.02(b) (each such increase being requested increase, a “Commitment Increase”), by designating either having one or more of the existing Lenders increase their respective Revolver Commitments then in effect (each of whicheach, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and), in the case of any other Eligible Assignee by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that is are not an existing Lender already Lenders (each, an “Additional Lender”), to become or a party to this Agreement as a Lender; providedcombination thereof, however, provided that (i) each any such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to request for a Commitment Increase shall be available on the same terms as those applicable to the corresponding type in a minimum amount of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be$25,000,000, (ivii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $175,000,000 and (z) the aggregate of all such Commitment Increases effected shall not exceed $100,000,00075,000,000, (iii) no Default shall have occurred and be continuing on the applicable Commitment Increase Date (vas hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to each any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no Commitment Increase shall be effective until the Administrative Agent has consented to such Commitment Increase in writing which consent may not be unreasonably withheld; and (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent fifteen (15) Domestic Business Days before making a request to any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within fifteen (15) Domestic Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange BB&T, as arranger, shall be for any other Person to advance or to commit to advance any credit to any their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion. (b) The Commitment Increase shall become effective on the date Each Additional Lender must qualify as an Eligible Assignee (the “Increase Date”) on or selection of which shall include the prior to which approval of the Administrative Agent). The Borrower, the other Loan Parties and each of following conditions Additional Lender shall have been satisfied: (i) execute a joinder agreement, and the receipt by Borrower, the Applicable other Loan Parties and each Lender shall execute all such other documentation as the Administrative Agent of (A) an agreement and the Borrower may reasonably require, all in form and substance reasonably satisfactory to the Applicable Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e). (c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Domestic Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. Each of the Borrower, the Guarantors, the Lenders and the Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.14 (x) shall not require the consent of any Guarantor or any Lender other than the Increasing Lenders and Additional Lenders who have agreed to make such Commitment Increase and shall not constitute an amendment, modification or waiver subject to Section 9.05 and (y) subject to clause (d) of this Section 2.14, shall be effective as of the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) a supplement to this Agreement signed by the Applicable Borrower, each Increasing Lender and/or each (if any) and Additional LenderLender (if any), setting forth the Commitmentsreallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, such Lenders or their counsel may reasonably request; (B) an instrument, duly executed by each Borrower and each Guarantor, if any, acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party; (C) a certificate of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Increasing Lender and/or Additional Lender andparty approving or consenting to such Commitment Increase; (D) a certificate of the Chief Financial Officer of the Borrower, if applicablecertifying that (x) as of the Commitment Increase Date, setting forth all representations and warranties of the agreement of each Additional Lender to become a party to Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), except that for purposes of this Section 2.14(d)(i) the representations and warranties contained in Section 4.04(a) shall be bound by all deemed to refer to the terms and provisions hereof binding upon each Lender, most recent statements furnished pursuant to clauses (a) and (Bb), respectively, of Section 5.01, (y) such evidence of appropriate authorization on the part of the Applicable Borrower with respect immediately after giving effect to such Commitment Increase (including any Borrowings in connection therewith and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender application of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iiiproceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (iiiz) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) no Default has occurred and is continuing, both immediately before and after giving effect to such Commitment IncreaseIncrease (including any Borrowings in connection therewith and the application of the proceeds thereof); (E) an opinion or opinions of counsel for the Borrower and the Guarantors, no Default has occurred in a form satisfactory to Administrative Agent and is continuingcovering such matters as Administrative Agent may reasonably request, addressed to the Administrative Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have reasonably requested; (BF) all representations and warranties made by such other documents or items that the Applicable Borrowers Administrative Agent, such Lenders or their counsel may reasonably request. (ii) In the case of any Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement are true with respect to Acquisitions shall have been satisfied. (e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and correct of the types and for the Interest Periods specified in all material respects (except that such materiality qualifier shall not be applicable a Notice of Borrowing delivered to any representations and warranties that already are qualified or modified by materiality the Administrative Agent in the text thereofaccordance with Section 2.02(a), unless (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date Lender’s pro rata percentage (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, calculated after giving effect to such the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, and (iv) receipt by after the Increasing Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender or Additional Lender, as applicable, the portion of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein funds equal to the contrarydifference, from and after the date of such Commitment Increaseif positive, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. between (dy) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations pro rata percentage (such Applicable Percentage for such Lender calculated without giving effect to be determined as the Commitment Increase) of the Increase Date Initial Advances and (z) such Lender’s pro rata percentage (calculated after giving effect to such the Commitment Increase) without further action of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolver Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (vii) the signature pages hereto shall be deemed amended to reflect the Revolver Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to clause (i) above in respect of each Euro-Dollar Advance shall be subject to indemnification by any partythe Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. (a) At any time No more than two times after the Closing Date but prior to the Business Day immediately preceding the Maturity Termination Date, the Borrowers may effectuate one or more increases Borrower shall have the right, at any time and from time to time, by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate US Commitments and/or the Canadian Commitments (each such increase being requested increase, a “Commitment Increase”), by designating either having one or more of the existing Lenders increase their respective Commitments then in effect (each of whicheach, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and), in the case of any other Eligible Assignee by adding as a Lender with a new Commitment hereunder one or more Persons that is are not an existing Lender already Lenders (each, an “Additional Lender”), to become or a party to this Agreement as a Lendercombination thereof; provided, however, provided that (i) each any such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to request for a Commitment Increase shall be available on the same terms as those applicable to the corresponding type in a minimum amount of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender $10,000,000 or Additional Lender, as the case may bean integral multiple of $5,000,000 in excess thereof, (ivii) immediately after giving effect to any Commitment Increase, (y) the aggregate Commitments shall not exceed $50,000,000 and (z) the aggregate of all such Commitment Increases effected after the Closing Date shall not exceed $100,000,00020,000,000, and (viii) after giving effect no existing Lender shall be obligated to each such increase its Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice as a result of such proposed any request for a Commitment Increase pursuant by the Borrower unless it agrees in its sole discretion to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrowerdo so. (b) The Commitment Increase shall become effective on the date Each Additional Lender must qualify as an Eligible Assignee (the “Increase Date”) on or prior to approval of which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (Ashall not be unreasonably withheld or delayed) an agreement and the Borrower and each Additional Lender shall execute a Lender Joinder Agreement together with all such other documentation as the Administrative Agent and the Borrower may reasonably require, all in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by and the Applicable Borrower, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder. (c) If the aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase. (d) Notwithstanding anything set forth in this Section 2.20 to the contrary, no increase in the aggregate Commitments pursuant to this Section 2.20 shall be effective unless: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) as to each Increasing Lender and/or Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, setting forth a duly executed Lender Joinder Agreement together with all other documentation required by the CommitmentsAdministrative Agent and the Borrower pursuant to Section 2.20(b); (B) an instrument, if anyduly executed by the Borrower, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to acknowledging and reaffirming its obligations under this Agreement and the other Credit Documents to be bound by all the terms and provisions hereof binding upon each Lender, and which it is a party; (BC) such evidence of appropriate authorization on the part a certificate of the Applicable secretary or an assistant secretary of the Borrower, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of the Borrower with respect approving or consenting to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, Increase; (iiD) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer Authorized Officer of the Applicable Borrower, certifying that (y) as of the Commitment Increase Date, all representations and warranties of the Borrower certifying contained in this Agreement and the other Credit Documents are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase and any Loans issued in connection therewith (Aexcept to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects, in each case as of such date), and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment IncreaseIncrease (including any Loans issued in connection therewith and the application of the proceeds thereof); and (ii) The conditions precedent set forth in Section 3.2 shall have been satisfied; provided, no Default has occurred and is continuinghowever, (B) all representations and warranties made by that the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier Borrower shall not be applicable required to any representations and warranties that already are qualified or modified by materiality deliver a Notice of Borrowing unless Borrower is requesting a Borrowing of Loans in connection with such Commitment Increase. Immediately after the text thereof)effectiveness of the Commitment Increase, unless such representation or warranty relates Schedule 1.1(a) shall automatically be amended to an earlier date which remains true and correct in reflect the Commitments of all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, Lenders after giving effect to such the Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. Borrower Agent may request an increase in the Commitments from time to time upon notice to Agent (a “Revolver Commitment Increase”) by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to provide additional Revolver Commitments and become Lenders hereunder that are reasonably satisfactory to Agent (not to be unreasonably withheld, delayed or conditioned) or by allowing one or more existing Lenders to increase their respective Commitments, as long as (a) At any time prior to the Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or more increases in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such requested Revolver Commitment Increase to the US Commitments shall be equal to at least is in a minimum amount of $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments 10,000,000 and Advances provided pursuant to a Commitment Increase shall be available is offered on the same terms as those applicable to the corresponding type of existing U.S. Revolver Commitments and Advances or Canadian Revolver Commitments, as applicable, except as to for any upfront fees which may be as agreed to between by Borrower Agent and the Borrowers and such Increasing Lender or Additional Lender, as Persons providing the case may beRevolver Commitment Increase, (ivb) the aggregate of all such Revolver Commitment Increases shall under this Section do not exceed $100,000,00050,000,000 in the aggregate, and (vc) after giving effect to each no Event of Default (or, if such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Revolver Commitment Increase pursuant to this is being requested in connection with a Permitted Acquisition, no Event of Default under Section 2.17 to the Applicable Administrative Agent(s11.1(a) or (h)) shall have occurred and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on continuing as of the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such request of the Revolver Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both immediately before and after giving effect to such thereto, (d) the Revolver Commitment Increase will be allocated between the U.S. Revolver Commitments and the Canadian Revolver Commitments as designated by Borrower Agent and the Persons providing the Revolver Commitment Increase, no Default has occurred and is continuingsubject to the consent of Agent, not to be unreasonably withheld or delayed, (Be) all representations and warranties made Borrower Agent shall deliver or cause to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by the Applicable Borrowers Agent in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance connection with the covenants in Section 6.15 and Section 6.16, after giving effect to such Revolver Commitment Increase, and (ivf) receipt (x) upon the reasonable request of any Lender made at least five Business Days prior to the effective date of a Revolver Commitment Increase in accordance with this Section 2.17 (the “Increase Effective Date”), the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation, in each case at least three Business Days prior to the Increase Effective Date and (y) at least three Business Days prior to the Increase Effective Date, any Obligor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Obligor. Agent shall promptly notify the Applicable Lenders of the requested Revolver Commitment Increase and, within 10 Business Days, thereafter, each Applicable Lender shall notify Agent if and to what extent such Applicable Lender commits to increase its Commitment. Any Applicable Lender not responding within such period shall be deemed to have declined an increase. Agent may allocate, in its discretion, the increased Commitments among committing Applicable Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total applicable Commitments shall be increased by the Increasing Lender requested amount (or Additional Lendersuch lesser amount committed by Applicable Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrower Agent’s Revolver Commitment Increase request. Agent, Borrower Agent, Borrower(s) within the applicable Borrower Group, and new and existing Applicable Lenders shall execute and deliver such documents and agreements as applicableAgent US-DOCS\123034949.14 deems appropriate to evidence the Revolver Commitment Increase in and allocations of the applicable Commitments. On the effective date of an increase, the applicable Revolver Usage and other exposures under the applicable Commitments shall be reallocated among Applicable Lenders, and settled by Agent if necessary, in accordance with Applicable Lenders’ adjusted shares of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding Commitments. This Section 2.1.7 shall supersede any provision contained herein provisions in Section 14.1.1 to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon not less than 10 Business Days’ notice to Agent, as long as (a) At any time prior to the Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or more increases requested increase is in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), by designating either one or more minimum amount of the existing Lenders (each of which, in its sole discretion, may determine whether $5,000,000 and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available offered on the same terms as those applicable to the corresponding type of Commitments and Advances existing Commitments, except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may befor a closing fee specified by Borrowers, (ivb) the aggregate of all such Commitment Increases shall total increases under this Section do not exceed $100,000,00075,000,000 and no more than five increases are made; provided that the Commitment Increase (as defined in the First Amendment) shall be disregarded for purposes of the limits set forth in this clause (b), and (vc) after giving effect the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any intercreditor or subordination agreement (including the Intercreditor Agreement). Agent shall promptly notify Lenders of the requested increase and, within five Business Days thereafter, each Lender shall notify Agent if and to what extent such Commitment IncreaseLender commits to increase its Commitment. No Lender is obligated to provide any increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender not responding within such period shall be deemed to advance or have declined an increase. If ▇▇▇▇▇▇▇ fail to commit to advance any credit to any Borrower the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in consultation with Borrowers, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Commitments shall be increased by the requested amount (or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”such lesser amount committed by ▇▇▇▇▇▇▇ and Eligible Assignees) on or prior to which each of following conditions shall have been satisfied: a date agreed upon by Agent and Borrower Agent, provided (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement conditions set forth in Section 2.7(c)(iii)6.2 are satisfied at such time and (ii) flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Agent, (iii) receipt by Obligors, and the Applicable Administrative new and existing Lenders shall execute and deliver such documents and agreements as Agent reasonably deems appropriate to evidence the increase in and allocations of a certificate Commitments and Obligors shall pay any reasonable and documented out-of-pocket fees and expenses incurred in connection therewith. On the effective date of an authorized officer of increase, the Applicable Borrower certifying (A) both before Revolver Usage and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by other exposures under the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier Commitments shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)reallocated among Lenders, and (C) the pro forma compliance settled by Agent as necessary, in accordance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, Lenders’ adjusted shares of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable BorrowerCommitments. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At The Borrower shall have the right, at any time prior to the Business Day immediately preceding date that is one hundred eightythirty (18030) days prior to the Maturity DateCommitment Termination Date by written notice to and in consultation with the Administrative Agent, the Borrowers may effectuate one or more increases to request an increase in the aggregate US Commitments and/or the Canadian Revolver Commitments (each such increase being requested increase, a “Commitment Increase”), by designating either having one or more of the existing Lenders increase their respective Revolver Commitments then in effect (each of whicheach, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and), in the case of any other Eligible Assignee by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that is are not an existing Lender already Lenders (each, an “Additional Lender”), to become or a party to this Agreement as a Lender; providedcombination thereof, however, provided that (i) each any such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to request for a Commitment Increase shall be available on the same terms as those applicable to the corresponding type in a minimum amount of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and $10,000,000, or such Increasing Lender or Additional Lender, lesser amount as the case Administrative Agent may bereasonably agree, (ivii) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) immediately after giving effect to each such any Commitment Increase, the aggregate Canadian Revolver Commitments shall not exceed $40,000,000. The Applicable 800,000,0001,200,000,000, and (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall provide prompt notice be in compliance with the covenants contained in Article V and (v) no. No consent of any Lender to such proposed Commitment Increase pursuant shall be required and no Lender shall be obligated to this Section 2.17 to participate as a Lender in such Commitment Increase. Such notice from the Applicable Administrative Agent(s) and Borrower shall specify the applicable Lendersrequested amount of the Commitment Increase. This Section 2.17 No Lender shall not be construed to create have any obligation on either to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable under any letter agreement with the Administrative Agent or under any other letter agreement with a Lender acting as an arranger approved by the Administrative Agent, which shall be paid in accordance with their terms, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange Lender, as arranger, shall be for any other Person to advance or to commit to advance any credit to any their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion. (b) The Commitment Increase shall become effective on the date Each Additional Lender must qualify as an Eligible Assignee (the “Increase Date”) on selection of which shall include the prior approval, not to be unreasonably withheld, conditioned or prior to which each delayed, of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement and the Issuing Bank). The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by and the Applicable Borrower, each to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender and/or each to execute any such documentation shall not impair the ability of the Additional LenderLenders, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth Lenders and the agreement of each Additional Lender Borrower to become effect a party Commitment Increase pursuant to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and Section 2.14. 92 ​ WBD (BUS) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower.42673629v7​ (c) Notwithstanding any provision contained herein If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Domestic Business Day not less than thirty (30) days prior to the contrary, from and after Commitment Termination Date). The Administrative Agent shall promptly notify the date Lenders of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender increase and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeCommitment Increase Date. (d) On such Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a)(i) through (iii) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (i) (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) (A) a supplement to this Agreement signed by the Administrative Agent and each other Lender committing to the Commitment Increase and, all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, the Additional Lender’s share , Increasing Lender or their counsel may reasonably request; and (B) an instrument, duly executed by the Borrower and each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party; (C) a certificate of the applicable Letter secretary or an assistant secretary of Credit Exposure on such date shall automatically be deemed the Borrower and each Guarantor, certifying to equal such Lender’s Applicable Percentage and attaching the resolutions adopted by the board of directors (or similar governing body) of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect party approving or consenting to such Commitment Increase; (D) without further action by any party.a certificate of the Chief Financial Officer

Increase in Commitments. (a) At any time On or prior to 18 months after the Business Day immediately preceding the Maturity Closing Date, the Borrowers may effectuate one or more Borrower may, by notice to the Administrative Agent (who shall promptly notify the Lenders), request increases in the aggregate US Commitments and/or the Canadian Commitments denominated in U.S. Dollars (each such increase being a “Commitment Increase”)increase, by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing LenderIncremental Commitment”) and, in the case by a minimum amount of any other Eligible Assignee that is not $50,000,000 and (1) an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type aggregate amount of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and or (v2) after giving effect to each such Commitment Increase, higher amount as mutually agreed between the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) An Incremental Commitment may be provided by any Lender (each such Lender, an “Incremental Lender”); provided that each Incremental Lender shall be subject to the consent (in each case, not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent and the Initial Lender. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment pursuant to this Section 2.15 and any election to do so shall be in the sole discretion of such Lender; provided that with respect to any Incremental Commitment set forth in clause (a)(1), each Lender shall be obligated to increase its Commitment by such Lender’s then-existing Pro Rata Share of such Incremental Commitment. (c) The Calculation Agent and the Borrower shall determine the effective date for such increase pursuant to this Section 2.15 (an “Incremental Commitment Increase shall become effective on the date (the “Increase Effective Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement final allocation of such increase among the Persons providing such increase; provided, that, such date shall be a Business Day at least ten (10) Business Days after delivery of the request for such increase (unless otherwise approved by the Calculation Agent) and at least 30 days prior to the end of the Revolving Period. To effect such increase, the Borrower, the applicable Incremental Lenders and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more agreements, each Additional Lender in form and substance satisfactory to become a party the Borrower and the Administrative Agent, pursuant to this Agreement and which the applicable Incremental Lenders will provide the Incremental Commitments. Effective as of the applicable Incremental Commitment Effective Date, subject to be bound by all the terms and provisions hereof binding upon conditions set forth in this Section 2.15, each LenderIncremental Commitment shall be a Commitment (and not a separate facility hereunder) and the Advances made by the applicable Incremental Lenders on such Incremental Commitment Effective Date pursuant to Section 2.15(e) shall be Advances, and for all purposes of this Agreement. (Bd) such evidence of appropriate authorization on Notwithstanding the part of foregoing, the Applicable Borrower increase in the Commitments pursuant to this Section 2.15 shall not be effective with respect to such any Incremental Lender unless: (i) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the Incremental Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before Effective Date and after giving effect to such Commitment Increase, no Default has occurred and is continuing, increase; (Bii) all the representations and warranties made by the Applicable Borrowers contained in this Agreement are true and correct in all material respects (except that such materiality qualifier any representation qualified as to “materiality” or “Material Adverse Effect” shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as so qualified) on and as of the Incremental Commitment Effective Date and after giving effect to such increase, as though made on and as of such earlier date (except that or, if any such materiality qualifier representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) each Incremental Lender shall not be applicable to any representations and warranties that already are qualified or modified by materiality have received an upfront fee in the text thereofamount of 0.75% on its Incremental Commitment; and (iv) the Administrative Agent shall have received one or more agreements contemplated above, providing for Incremental Commitments in the amount of such increase. As of such Incremental Commitment Effective Date, upon the Administrative Agent’s receipt of the documents required by this Section 2.15(d), the Administrative Agent shall record the information contained in the applicable agreement contemplated above in the Register and give prompt notice of the increase in the Commitments to the Borrower and the Lenders (Cincluding each Incremental Lender). (e) On each Incremental Commitment Effective Date, if there are Advances then outstanding, the pro forma compliance with Borrower shall be deemed to prepay such Advances and deemed to reborrow Advances from the covenants Incremental Lenders, as shall be necessary in Section 6.15 and Section 6.16order that, after giving effect to such Commitment Increasedeemed prepayments and borrowings, and (iv) receipt all Advances will be held ratably by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and Lenders (including the Applicable Borrower. (cIncremental Lenders) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date in accordance with their respective Pro Rata Share after giving effect to the applicable Incremental Commitments and the Lenders shall make such Commitment Increasepayments or adjustments as are equitable (or purchase participations in the Advances) without further action so that the Advances will be held ratably by any partythe Lenders (including the Incremental Lenders) in accordance with their respective Pro Rata Share after giving effect to the applicable Incremental Commitments (or, if the Lenders otherwise agree, the Lenders, including the Incremental Lenders, may assign portions of the outstanding Advances to accomplish the same result).

Increase in Commitments. (a) At any time After the Closing Date but prior to the Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or more increases in Borrower shall have the aggregate US Commitments and/or the Canadian right to request from time to time additional Commitments (the “Additional Commitments”) in an aggregate amount not to exceed $100,000,000, each which request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent setting forth whether the Additional Commitments are Term Loan Commitments, Revolving Commitments or both, and if both, the allocation of the Additional Commitments between Term Loan Commitments and Revolving Commitments, and such increase being a “Commitment Increase”other details with respect thereto as are reasonably requested by the Administrative Agent. Each request for Additional Commitments shall request Additional Commitments in an amount not less than $25,000,000 (or such lesser amount approved by the Administrative Agent). Upon receipt of such request, by designating either one or more of the Administrative Agent shall notify the existing Lenders of the requested Additional Commitments and offer each such Lender an opportunity to participate at its sole discretion in the Additional Commitments. Any existing Lender that does not agree (each of which, in its sole discretion) to provide a portion of the proposed Additional Commitments within 10 days after receipt from the Administrative Agent of such notice shall be deemed to have declined participation in any amount of such proposed Additional Commitments. Notwithstanding any existing Lender’s rejection of any portion of the proposed Additional Commitments, each existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. In addition, the Borrower and the Administrative Agent may determine whether and offer to what degree to participate in such Commitment Increase) or one or more other additional proposed Lenders that qualify as Eligible Assignees that at (including any required consent of the time agreeAdministrative Agent, the Swingline Lender and/or the Issuing Bank, such consent not to be unreasonably withheld) the opportunity to accept all or a portion of the amount of the proposed Additional Commitments. The allocation of the Additional Commitments among the Lenders and Eligible Assignees who agree to accept any portion thereof shall be made by the Borrower, in consultation with the case Administrative Agent. Upon the effectiveness of any such the Additional Commitments, (i) each Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (Lender) which has been allocated any portion of the Additional Commitments shall execute an “Additional Lender”), to become a party accession agreement to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000Agreement, (ii) each such Commitment Increase to the Canadian Commitments of the existing Lenders which have been allocated any portion of the Additional Commitments shall be equal to at least $5,000,000increased by such amount, (iii) all Commitments and Advances provided pursuant to a Commitment Increase the Pro Rata Percentages of the Lenders (including the Eligible Assignees as the new Lenders) shall be available on the same terms as those applicable adjusted to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and reflect such Increasing Lender or Additional Lender, as the case may beallocations, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000if applicable, and subject to the payment of applicable amounts pursuant to Section 2.18 in connection therewith, the Borrower shall be deemed to have made such borrowings and repayments of the Revolving Loans, and the Lenders shall make such adjustments of outstanding Revolving Loans between and among them, as shall be necessary to effect the reallocation of the Revolving Commitments such that, after giving effect thereto, the Revolving Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Revolving Commitments, (v) after giving effect each Lender and Eligible Assignee participating in any Additional Commitment that is allocated in whole or in part to each the Term Loan Commitments severally agrees to fund to the Borrower as a single advance the portion of such Additional Commitment Increase, that the Borrower has allocated to it pursuant to the immediately preceding sentence and (vi) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate Canadian amount, if any, by which Lenders (including the Eligible Assignees as the new Lenders) have agreed to increase their respective Revolving Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase or make new Revolving Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.17 2.24 and which other changes do not adversely affect the rights of those Lenders who do not elect to increase their respective Commitments, in each case without the Applicable Administrative Agent(s) and consent of the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any Lenders other Person to advance or to commit to advance any credit to any Borrowerthan those Lenders increasing their Commitments. (b) The Commitment Increase Notwithstanding the foregoing, an increase in the aggregate amount of the Commitments pursuant to Section 2.24(a) shall become be effective only if (i) no Default or Event of Default shall have occurred and be continuing on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender increase is to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, effective; (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers Borrower in this Agreement are and the other Loan Documents shall be true and correct in all material respects on and as of the date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of such date (except that such materiality qualifier shall not be applicable to or, if any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates warrant is expressly stated to an earlier date which remains true and correct in all material respects have been made as of a specific date, as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofspecific date), ; and (Ciii) the pro forma compliance with Administrative Agent shall have received such documents and certificates as the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender Administrative Agent or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein its counsel may reasonably request relating to the contrary, from and after the date authorization of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeincrease. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (ai) At any The Borrower shall have the option, without the consent of the Lenders, from time prior to the Business Day immediately preceding the Maturity Date, the Borrowers may effectuate time to cause one or more increases in the aggregate US Aggregate Commitments and/or by adding, subject to the Canadian Commitments prior approval of the Administrative Agent and the Issuing Banks (each such increase being a “Commitment Increase”approval not to be unreasonably withheld), by designating either to this Agreement one or more of the existing financial institutions as Lenders (each of whichcollectively, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increasethe “New Lenders”) or by allowing one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender Lenders to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select their respective Commitments; provided however that: (an “Increasing Lender”A) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), prior to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,000,000,000, (C) no Lender’s Commitment Increaseshall be increased without such Lender’s consent, and (D) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by the Borrower, the aggregate Canadian Commitments Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice indicate the amount and allocation of such proposed Commitment increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section 2.17 by the execution and delivery to the Applicable Administrative Agent(s) and Agent of the applicable Lenderscommitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. This The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.17 shall not be construed 2.16) to create any obligation on either Administrative Agent or any the extent necessary to keep the outstanding Loans of each Lender to advance or to commit to advance any credit ratable with such Lender’s revised Applicable Percentage after giving effect to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrowernonratable increase in the Aggregate Commitments under this Section. (bii) The Commitment Increase As a condition precedent to each increase pursuant to subsection (c)(i) above, the Borrower shall become effective on deliver to the date (Administrative Agent, to the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt extent requested by the Applicable Administrative Agent of (A) an agreement Agent, the following in form and substance reasonably satisfactory to the Applicable Administrative Agent Agent: (A) a certificate dated as of the Increase Effective Date, signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part Responsible Officer of the Applicable Borrower with respect certifying that each of the conditions to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement increase set forth in this Section 2.7(c)(iii)2.01(c) shall have occurred and been complied with and that, (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuingincrease, (B1) all the representations and warranties made by the Applicable Borrowers (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects (on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates specifically refer to an earlier date date, in which remains case they were true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to the pro forma compliance with the covenants in Section 6.15 and Section 6.16Borrower, after giving effect relating to such Commitment Increaseincrease agreement, addressed to the Administrative Agent and (iv) receipt each Lender if requested by the Increasing Lender Administrative Agent or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable BorrowerLenders. (ciii) Notwithstanding The Borrower shall have the option, by agreement with any provision contained herein Lender to (A) after consultation with the contraryAdministrative Agent, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by cause such Lender during to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage Commitment of such Letter of Credit Obligations (such Applicable Percentage for such any Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any partyan Issuing Bank.

Increase in Commitments. (a) At any time prior The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request that the total Commitments be increased; provided that the total Commitments shall not be increased by more than $500,000,000 during the term of this Agreement pursuant to this Section. Such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 Business Day immediately preceding Days or more than 60 days after the Maturity Datedate of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Borrowers Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may effectuate arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, each Issuing Bank and the Swingline Lender (such approvals not to be unreasonably withheld), and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the aggregate US total Commitments and/or may be made in an amount which is less than the Canadian increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (each such increase being a the “Commitment Increase”), if any Revolving Loans are outstanding, then (unless the Commitment Increase is being effected by designating either one or more of an increase in each Lender’s Commitment ratably in accordance with its Applicable Percentage) the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that Borrower (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) each may, at its option, fund such Commitment Increase prepayment by simultaneously borrowing Revolving Loans of the Types and for the Interest Periods specified in a Borrowing Request delivered pursuant to the Canadian Commitments Section 2.03, which Revolving Loans shall be equal to at least $5,000,000made by the Lenders (including the Increasing Lenders and the Augmenting Lenders, if any) ratably in accordance with their respective Commitments (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) calculated after giving effect to each such the Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000). The Applicable Borrower payments made pursuant to clause (i) above in respect of each EurodollarTerm SOFR Loan shall provide prompt notice of such proposed Commitment Increase be subject to Section 2.16. (c) Increases and new Commitments created pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above; provided that the “Increase Date”) on or Borrower may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent no less than two Business Days prior to which each of following conditions shall have been satisfied: (i) the receipt date specified in the notice delivered by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory Borrower pursuant to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, first sentence of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and paragraph (Ba) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeabove. (d) On Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section unless (i) on the date of such Increase Dateincrease, each Lender’s share the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the applicable Letter of Credit Exposure on such date Borrower and (ii) the Administrative Agent shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations have received (such Applicable Percentage with sufficient copies for such Lender to be determined as each of the Increase Lenders) documents consistent with those delivered on the Effective Date after giving effect to such Commitment Increaseunder clauses (b) without further action by any partyand (c) of Section 4.01.

Increase in Commitments. Borrower Agent may request an increase in the Commitments from time to time upon notice to Agent (a "Revolver Commitment Increase") by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to provide additional Revolver Commitments and become Lenders hereunder that are reasonably satisfactory to Agent (not to be unreasonably withheld, delayed or conditioned) or by allowing one or more existing Lenders to increase their respective Commitments, as long as (a) At any time prior to the Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or more increases in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such requested Revolver Commitment Increase to the US Commitments shall be equal to at least is in a minimum amount of $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments 10,000,000 and Advances provided pursuant to a Commitment Increase shall be available is offered on the same terms as those applicable to the corresponding type of existing U.S. Revolver Commitments and Advances or Canadian Revolver Commitments, as applicable, except as to for any upfront fees which may be as agreed to between by Borrower Agent and the Borrowers and such Increasing Lender or Additional Lender, as Persons providing the case may beRevolver Commitment Increase, (ivb) the aggregate of all such Revolver Commitment Increases shall under this Section do not exceed $100,000,00050,000,000 in the aggregate, and (vc) after giving effect to each no Event of Default (or, if such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Revolving Commitment Increase pursuant to this is being requested in connection with a Permitted Acquisition, no Event of Default under Section 2.17 to the Applicable Administrative Agent(s11.1(a) or (h)) shall have occurred and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on continuing as of the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such request of the Revolver Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both immediately before and after giving effect to such thereto, (d) the Revolver Commitment Increase will be allocated between the U.S. Revolver Commitments and the Canadian Revolver Commitments as designated by Borrower Agent and the Persons providing the Revolver Commitment Increase, no Default has occurred and is continuingsubject to the consent of Agent, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not to be applicable to any representations and warranties that already are qualified unreasonably withheld or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)delayed, and (Ce) the pro forma compliance Borrower Agent shall deliver or cause to be delivered any officers' certificates, board resolutions, legal opinions or other documents reasonably requested by Agent in connection with the covenants Revolver Commitment Increase. Agent shall promptly notify the Applicable Lenders of the requested Revolver Commitment Increase and, within 10 Business Days, thereafter, each Applicable Lender shall notify Agent if and to what extent such Applicable Lender commits to increase its Commitment. Any Applicable Lender not responding within such period shall be deemed to have declined an increase. Agent may allocate, in its discretion, the increased Commitments among committing Applicable Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.15 6.2 are satisfied, total applicable Commitments shall be increased by the requested amount (or such lesser amount committed by Applicable Lenders and Section 6.16Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, after giving effect to such but no later than 45 days following Borrower Agent's Revolver Commitment IncreaseIncrease request. Agent, Borrower Agent, Borrower(s) within the applicable Borrower Group, and (iv) receipt new and existing Applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the Revolver Commitment Increase in and allocations of the applicable Commitments. On the effective date of an increase, the applicable Revolver Usage and other exposures under the applicable Commitments shall be reallocated among Applicable Lenders, and settled by the Increasing Lender or Additional LenderAgent if necessary, as applicable, in accordance with Applicable Lenders' adjusted shares of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding Commitments. This Section 2.1.7 shall supersede any provision contained herein provisions in Section 14.1.1 to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At The Borrower may at any time prior and from time to time add additional financial institutions hereunder as Syndicated Lenders or, with the Business Day immediately preceding consent of a Syndicated Lender, increase its Syndicated Tranche Commitment, and in each case, thereby increase the Maturity Date, the Borrowers may effectuate one or more increases in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Total Commitment Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees provided that at the time agreeof any such addition: (i) no Default or Event of Default has occurred and is continuing or would reasonably be expected to result therefrom; (ii) all increases to the Syndicated Tranche as a result of the application of this Section 2.1(c) or otherwise, shall not at any time exceed Cdn.$250,000,000; (iii) the Agent and each Fronting Lender has consented to such financial institution becoming a Syndicated Lender or, in the case of an existing Syndicated Lender, increasing its Syndicated Tranche Commitment, such consent not to be unreasonably withheld; (iv) the Syndicated Tranche Commitment of a new financial institution being added as a Lender pursuant to this Section 2.1(c) shall be no less than Cdn.$10,000,000; (v) if, in connection with any such Eligible Assignee that increase a commitment or similar fee is an existing paid to any new Lender to increase based on its US new Syndicated Tranche Commitment or its Canadian Commitment, as (the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lendernew money fee”), then the Borrower will also pay a corresponding fee equal to become the same number of bps to the then existing Lenders based on their respective then existing Syndicated Tranche Commitments to the extent such a party to this Agreement fee was not already paid on or after the Effective Date; (vi) concurrently with the addition of a financial institution as an additional Syndicated Lender or the increase of a Lender; provided’s Syndicated Tranche Commitment, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender financial institution or Additional Syndicated Lender, as the case may be, (iv) shall purchase from each other Syndicated Lender, such portion of the aggregate Outstandings under the Credit Facility owed to each Syndicated Lender as is necessary to ensure that the Outstandings under the Syndicated Tranche owed to all Syndicated Lenders and including therein such additional financial institution and the increased Syndicated Tranche Commitment of any Syndicated Lender, are in accordance with the Applicable Percentage of all such Syndicated Lenders (including any new financial institution and the increased Syndicated Tranche Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(sany Syndicated Lender) and the applicable Lenders. This Section 2.17 such financial institution shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt execute such documentation as is required by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory Agent, acting reasonably, to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing novate such financial institution as a Syndicated Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower hereunder; provided that with respect to any portion of such Commitment Increase Outstandings which are outstanding by way of Bankers’ Acceptance or LIBO Rate Loans, the new financial institution or such Syndicated Lender shall provide an indemnity to the other Syndicated Lenders (provided that no such indemnity may exceed two months in duration unless agreed to by all of the affected Syndicated Lenders) in order to ensure such Bankers’ Acceptances and LIBO Rate Loans are outstanding in accordance with the new Applicable Percentages of all Syndicated Lenders; and (vii) the Borrower has provided to the Agent a certified copy of a directors’ resolution of the Borrower and each other Obligor authorizing any such increase in the Syndicated Tranche Commitments (which may be the original directors’ resolutions authorizing the Credit Facility hereunder) together with a legal opinions opinion from Borrower’s Counsel with respect thereto in substantially the same form, mutatis mutandis, as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances opinion delivered pursuant to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii3.1(e), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At any time prior to After the Business Day immediately preceding the Maturity Effective Date, the Borrowers may effectuate Company may, by written notice to the Administrative Agent, executed by the Company and one or more increases financial institutions (any such financial institution referred to in the aggregate US Commitments and/or the Canadian Commitments (each such increase this Section being called a “Commitment Increase”"Prospective Lender"), by designating either one or more which may include any Lender, cause the Commitments of the existing Prospective Lenders to be increased (each of which, in its sole discretion, may determine whether and or cause Commitments to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at be extended by the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian CommitmentProspective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, as provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the 364-Day Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall so select be subject to the approval of the Administrative Agent (an “Increasing which approval shall not be unreasonably withheld) and (c) each Prospective Lender”) and, in the case of any other Eligible Assignee that is if not an existing already a Lender (an “Additional Lender”)hereunder, to shall become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase by completing and delivering to the US Administrative Agent a duly executed Accession Agreement. Increases and new Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase created pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date 56 50 specified in the notice delivered pursuant to this Section and (B) in the “Increase Date”) case of Prospective Revolving Lenders not already parties hereunder, on or prior the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which each of following conditions shall have been satisfied: any Prospective Lender is a party, (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory such Prospective Lender shall thereafter be deemed to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become be a party to this Agreement and shall be entitled to be bound by all the terms rights, benefits and provisions hereof binding upon each Lender, privileges accorded a Lender hereunder and (B) such evidence subject to all obligations of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase a Lender hereunder and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) Schedule 2.01 shall be deemed to have been amended to reflect the funding by each Increasing Lender and Additional Lender Commitment of the Advances additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to be made by each such Lender to effect this Section in the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent Commitment of a certificate Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of an authorized officer of such Lender. Notwithstanding the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increaseforegoing, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality increase in the text thereof), unless such representation aggregate Commitments (or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)Commitment of any Lender) shall become effective under this Section unless, and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after on the date of such Commitment Increaseincrease, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender references in such paragraphs to a Borrowing being deemed to be references to such increase) and the principal amount outstanding of each Advance made Administrative Agent shall have received a certificate to that effect dated such date and executed by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share a Financial Officer of the applicable Letter Company. Following any increase of Credit Exposure on such date shall automatically be deemed a Lender's Commitment or any extension of a new Commitment pursuant to equal such Lender’s Applicable Percentage this paragraph, any Standby Loans outstanding prior to the effectiveness of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as increase or extension shall continue outstanding until the ends of the Increase Date after giving effect respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to such Commitment Increase) without further action by any partySections 2.01 and 2.05.

Increase in Commitments. (a) At The Borrower may from time to time in consultation with the Administrative Agent, on any time Business Day prior to the Termination Date so long as no Event of Default exists, increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request at least 10 Business Day immediately preceding Days prior to the Maturity Date, desired effective date of such increase (the Borrowers may effectuate “Commitment Amount Increase”) identifying the additional Commitments for existing Lender(s) agreeing to increase its/their Commitment(s) (or identifying one or more increases in additional Lender(s) and the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”amount of its/their Commitment(s), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Amount Increases shall not exceed $100,000,00050,000,000, and (vii) after giving effect to each such Commitment Increase, the aggregate Canadian amount of the Commitments shall not at any time exceed $40,000,000. The Applicable Borrower 300,000,000, (iii) any increase of the aggregate amount of the Commitments shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall be in an amount not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, less than $10,000,000 and (Biv) if the Borrower invites additional Lenders to join this Agreement, such evidence of appropriate authorization on the part of the Applicable Borrower with respect additional Lenders shall enter into such joinder agreements to such Commitment Increase and such legal opinions give effect thereto as the Applicable Administrative Agent may reasonably request. The effective date of any Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (iior, if applicable, existing Lender(s)) shall advance Revolving Loans, or the funding by each Increasing Lender and Additional Lender of existing Lenders shall make such assignments (which assignments shall not be subject to the Advances to be made by each such Lender to effect the prepayment requirement requirements set forth in Section 2.7(c)(iii), (iii12.12) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect outstanding Revolving Loans to such the Lenders providing the Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, will hold Revolving Loans equal to its Percentage of all such fees as agreed outstanding Revolving Loans. The Borrower agrees to between such Increasing Lender and /or Additional Lender and pay any reasonable expenses of the Applicable Borrower. (c) Administrative Agent relating to any Commitment Amount Increase. Notwithstanding any provision contained anything herein to the contrary, from no Lender shall have any obligation to increase its Commitment and after the date of such no Lender’s Commitment Increaseshall be increased without its consent thereto, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender may at its option, unconditionally and the principal amount outstanding of each Advance made by such Lender during the relevant period of timewithout cause, decline to increase its Commitment. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At any time prior Prior to the Business Day immediately preceding end of the Maturity DateDDTL Availability Period, the Borrowers may effectuate one or more Borrower may, by notice to the Administrative Agent (who shall promptly notify the Delayed Draw Term Advance Lenders) request increases in the Delayed Draw Term Loan Commitments by a minimum amount of $50,000,000 and in an aggregate US Commitments and/or the Canadian Commitments amount of $2,000,000,000 (each such increase being of the Delayed Draw Term Loan Commitment, a “Commitment IncreaseDDTL Incremental Commitment”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) Prior to the end of the Revolving Loan Availability Period, the Borrower may, by notice to the Administrative Agent and the Revolving Administrative Agent (who shall promptly notify the Revolving Lenders) request increases in the Revolving Loan Commitments by a minimum amount of $1,000,000 and an aggregate amount of $25,000,000 (each such increase of the Revolving Loan Commitment, an “Revolving Loan Incremental Commitment”, and together with each DDTL Incremental Commitment, each an “Incremental Commitment”). (c) An Incremental Commitment may be provided by any existing Revolving Lender with respect to the Revolving Loan Advances, an existing Delayed Draw Term Advance Lender with respect to the Delayed Draw Term Advances, or any other Lender consented to by the Administrative Agent (each such Lender, an “Incremental Lender”); provided, that, (i) with respect to any DDTL Incremental Commitment, all Delayed Draw Term Advance Lenders that are managed or advisory accounts of Barings LLC shall have a right of first refusal to provide up to 100% of the DDTL Incremental Commitment, and (ii) with respect to any Revolving Loan Incremental Commitment, City National Bank (solely to the extent it is a Revolving Lender at such time) shall have a right of first refusal to provide up to 100% of the Revolving Loan Incremental Commitment. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment pursuant to this Section 2.15 and any election to do so shall be in the sole discretion of such Lender. (d) The Administrative Agent, the Revolving Administrative Agent (solely, with respect to each Revolving Loan Incremental Commitment) and the Borrower shall determine the effective date for such increase pursuant to this Section 2.15 (an “Incremental Commitment Increase shall become effective on the date (the “Increase Effective Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement final allocation of each Additional Lender to become such increase among the Incremental Lenders providing such increase; provided, that, such date shall be a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and Business Day at least ten (B10) such evidence of appropriate authorization on the part Business Days after delivery of the Applicable Borrower request for such increase (unless otherwise approved by the Administrative Agent) and at least thirty (30) days prior to the end of (i) the Revolving Loan Availability Period, with respect to such Commitment Increase the Revolving Loan Advances, and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by DDTL Availability Period, with respect to Delayed Draw Term Advances. To effect such increase, the Borrower, the applicable Incremental Lenders, the Administrative Agent and the Revolving Administrative Agent (solely, with respect to each Increasing Lender Revolving Loan Incremental Commitment) (but no other Lenders or Persons) shall enter into one or more agreements, each in form and Additional Lender substance satisfactory to the Borrower, the Administrative Agent and the Revolving Administrative Agent (solely, with respect to each Revolving Loan Incremental Commitment), pursuant to which the applicable Incremental Lenders will provide the Incremental Commitments. Effective as of the Advances applicable Incremental Commitment Effective Date, subject to be made by each such Lender to effect the prepayment requirement terms and conditions set forth in this Section 2.7(c)(iii)2.15, each Incremental Commitment shall be a Commitment (iiiand not a separate facility hereunder) receipt and the Advances made by the Applicable applicable Incremental Lenders on such Incremental Commitment Effective Date pursuant to Section 2.15(e) shall be Advances, for all purposes of this Agreement. (e) Notwithstanding the foregoing, the increase in the Commitments pursuant to this Section 2.15 shall not be effective with respect to any Incremental Lender unless: (i) where a lender other than an existing Delayed Draw Term Advance Lender or existing Revolving Lender has agreed to provide all or a portion of such increase, the Administrative Agent has provided its consent thereto; (ii) no Unmatured Event of a certificate Default, Event of an authorized officer of Default or Market Trigger Event shall have occurred and be continuing on the Applicable Borrower certifying (A) both before Incremental Commitment Effective Date and after giving effect to such Commitment Increase, no Default has occurred and is continuing, increase; (Biii) all the representations and warranties made by the Applicable Borrowers contained in this Agreement are shall be true and correct in all material respects (except that such materiality qualifier any representation qualified as to “materiality” or “Material Adverse Effect” shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as so qualified) on and as of the Incremental Commitment Effective Date and after giving effect to such increase, as though made on and as of such earlier date (except or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iv) each Incremental Lender shall have received the fees payable to it pursuant to the Fee Letters (including, without limitation, any additional structuring fee); (v) the Administrative Agent shall have received a certificate of an officer of each of the Loan Parties, dated the date of the Incremental Commitment Effective Date, certifying (A) the names and true signatures of the incumbent officers of the Loan Parties authorized to sign on behalf of the Loan Parties each of the Transaction Documents to which it is a party (on which certificate the Administrative Agent, the Lenders and the Collateral Custodian may conclusively rely until such time as the Administrative Agent has received from any of the Loan Parties a revised certificate meeting the requirements of this paragraph (d)(i)), (B) that the copy of the Constituent Documents of the Loan Parties, as applicable, is a complete and correct copy and that such materiality qualifier shall Constituent Documents have not be applicable to any representations been amended, modified or supplemented and warranties that already are qualified or modified by materiality in the text thereof), full force and effect and (C) the pro forma compliance authorization document of the managing member or board of trustees, as applicable, approving and authorizing the execution, delivery and performance by such Person of the Transaction Documents to which it is a party; (vi) the Administrative Agent shall have received a good standing certificate, dated as of a recent date for each of the Loan Parties issued by the Secretary of State of the State of Delaware; (vii) the Administrative Agent shall have received one or more favorable opinions of counsel to the Loan Parties, reasonably acceptable to the Majority Lenders and the Administrative Agent and addressed to the Administrative Agent, the Collateral Custodian and the Lenders with respect to such Incremental Commitment; provided, that no opinion shall be required if an opinion has been delivered within the covenants prior six (6) months of the Incremental Commitment Effective Date; (viii) the Administrative Agent shall have received one or more agreements contemplated above and any Notes requested by any Incremental Lenders, providing for Incremental Commitments in the amount of such increase; and (ix) the Borrower shall have obtained an updated investment grade (BBB- (or equivalent) or higher) Debt Rating on the Facility from an Acceptable Rating Agency, and the Administrative Agent and each Incremental Lender shall have received shall have received a copy of updated Rating Letter evidencing such Debt Rating and an updated Rating Rationale Report with respect to such Debt Rating. As of such Incremental Commitment Effective Date, upon the Administrative Agent’s receipt of the documents required by this Section 6.15 2.15(d), the Administrative Agent or the Revolving Administrative Agent shall record the information contained in the applicable agreement contemplated above in the Delayed Draw Term Advance Participant Register or the Revolving Loan Advance Participant Register, as applicable, and Section 6.16give prompt notice of the increase in the Commitments to the Borrower and the Lenders (including each Incremental Lender). (f) On each Incremental Commitment Effective Date, if there are Advances then outstanding, the Borrower shall be deemed to prepay such Advances and deemed to reborrow Advances from the Incremental Lenders, as shall be necessary in order that, after giving effect to such Commitment Increasedeemed prepayments and borrowings, and (iv) receipt all Advances will be held ratably by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and Lenders (including the Applicable Borrower. (cIncremental Lenders) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date in accordance with their respective Pro Rata Share after giving effect to the applicable Incremental Commitments and the Lenders shall make such Commitment Increasepayments or adjustments as are equitable (or purchase participations in the Advances) without further action so that the Advances will be held ratably by any partythe Lenders (including the Incremental Lenders) in accordance with their respective Pro Rata Share after giving effect to the applicable Incremental Commitments (or, if the Lenders otherwise agree, the Lenders, including the Incremental Lenders, may assign portions of the outstanding Advances to accomplish the same result).

Increase in Commitments. (a) At So long as no Default or Event of Default has occurred and is continuing or would result therefrom and the Total Commitments have not been voluntarily reduced, upon notice to the Administrative Agent, at any time after the Closing Date but prior to the Business Day immediately preceding the Maturity Termination Date, the Borrowers may effectuate request one or more increases Additional Commitments (on the same terms as the existing Commitments); provided that: (i) after giving effect to any such addition, the minimum aggregate amount of Additional Commitments that have been added pursuant to this Section 2.22 shall not exceed $50,000,000; (ii) any such addition shall be in an aggregate amount of $10,000,000 or any whole multiple of $5,000,000 in excess thereof; and (iii) no Lender shall be required to participate in the aggregate US Additional Commitments. (b) If any Additional Commitments and/or are added in accordance with this Section 2.22, the Canadian Administrative Agent and the Borrowers shall determine the effective date (the “Additional Commitments Effective Date”) of such addition and the amount of, and the Persons who will provide, such Additional Commitments. The Administrative Agent shall promptly notify the Borrowers and Lenders (which may include Persons reasonably acceptable to the Administrative Agent, the Issuing Banks and the Borrowers that were not Lenders prior to the Additional Commitments Effective Date) of the final amount of such addition and the Additional Commitments Effective Date, as well as the respective interests in such Lender’s Extensions of Credit, in each case subject to the assignments contemplated by this Section 2.22. As conditions precedent to such increase addition: (i) the representations and warranties contained in Section 4 and the other Loan Documents (including all documents required pursuant to Section 2.22(c)) shall be true and correct on and as of the Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as of such earlier date; (ii) no Default or Event of Default shall exist immediately before or immediately after giving effect to such addition; (iii) the Borrowers, the Administrative Agent and Lenders (including any new Lenders being added in connection with such addition) shall have entered into all documents required pursuant to Section 2.22(c), and the Borrowers shall have complied with all of the conditions precedent to the effectiveness of such addition as provided in such documents (including any requirement to pay fees and expenses to any or all of Administrative Agent, the Lead Arrangers and Lenders, including any new Lenders); and (iv) the Borrowers shall have delivered to Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrowers, certifying as to the truth, accuracy and correctness of the matters set forth in the immediately preceding clauses (i) and (ii). On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person who is providing an Additional Commitment shall become a “Commitment Increase”)Lender” for all purposes of this Agreement and the other Loan Documents. Any Additional Extension of Credit shall be an “Extension of Credit” for all purposes of this Agreement and the other Loan Documents. In furtherance of the foregoing, by designating either one or more on any Additional Commitments Effective Date on which Additional Commitments are made, subject to the satisfaction of the other terms and conditions contained in this Section 2.22: (1) each of the existing Lenders (shall assign to each Person providing an Additional Commitment, and each such Person shall purchase from each of whichthe existing Lenders, in its sole discretionan amount equal to the Outstanding Amount thereof (together with accrued but unpaid interest thereon), may determine whether such interests in the Extensions of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Extensions of Credit will be held by existing Lenders and the Person making the Additional Commitments ratably in accordance with their Percentage after giving effect to what degree the addition of such Additional Commitments to participate the existing Commitments; and (2) each Person making an Additional Commitment shall be deemed for all purposes to have made a Commitment and each Additional Extension of Credit shall be deemed, for all purposes, an Extension of Credit. (c) Any other terms of and documentation entered into in such Commitment Increase) respect of any Additional Commitments provided in each case pursuant to this Section 2.22 shall be consistent with the Commitments (including with respect to voluntary and mandatory prepayments). Any Additional Commitments made or provided pursuant to this Section 2.22 shall be evidenced by one or more other Eligible Assignees that at the time agree, entries in the case Register maintained by Administrative Agent in accordance with the provisions set forth in Section 11.6(b)(iv). (d) This Section 2.22 shall supersede any provisions in Section 11.1 to the contrary. Notwithstanding any other provision of any such Eligible Assignee that is an existing Lender Loan Document, the Loan Documents may be amended by Administrative Agent and the Loan Parties, if necessary, to increase its US Commitment or its Canadian provide for terms applicable to each Additional Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At The Borrower shall have the right at any time prior time, but in no event more than once in any consecutive twelve month period, to increase the Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or more increases aggregate Commitments in integral multiples of $10,000,000 but not to exceed $100,000,000 in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and adding to what degree to participate in such Commitment Increase) or this Agreement one or more other Eligible Assignees that at (which may include any Lender (with the time agree, in the case consent of any such Lender)) (each such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian CommitmentAssignee, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to with the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to approval of the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender (not to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which be unreasonably withheld), each of following conditions which Additional Lenders shall have been satisfied: (i) the receipt by the Applicable Administrative Agent of (A) entered into an agreement in form and substance reasonably satisfactory to the Applicable Borrower and the Administrative Agent signed by the Applicable Borrower, each Increasing pursuant to which such Additional Lender and/or each shall undertake a Commitment (if any such Additional Lender is a Lender, setting forth the Commitments, if any, of each its Commitment shall be in addition to such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of Lender’s Commitment hereunder) which such Commitment shall be in an amount at least equal to (i) for each Additional Lender to become that is not a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, $10,000,000 or a larger integral multiple of $1,000,000 and (ii) for each Additional Lender that is a Lender, an amount equal to the product of (A) such Lender’s proposed total increase in its Commitment and (B) such evidence increase over the aggregate proposed increases of appropriate authorization on all the part Lenders’ Commitments (but in no event shall such Lender’s Commitment be increased in an amount greater than its proposal), and upon the effectiveness of such agreement (the date of the Applicable Borrower with respect effectiveness of any such agreement being hereinafter referred to such Commitment Increase and such legal opinions as the Applicable “Increased Commitment Date”) such Additional Lender shall thereupon become a “Lender” for all purposes of this Agreement. Notwithstanding the foregoing, the increase in the aggregate Commitments hereunder pursuant to this Section 2.05(c) shall be effective only if: (i) the Borrower shall have given the Administrative Agent may reasonably request, notice of any such increase at least three Business Days prior to any such Increased Commitment Date; (ii) the funding by each Increasing Lender no Default or Event of Default shall have occurred and Additional Lender be continuing as of the Advances date of the notice referred to be made by each such Lender to effect in the prepayment requirement set forth in Section 2.7(c)(iii), foregoing clause (i) or on the Increased Commitment Date; (iii) receipt by the Applicable Administrative Agent no Advances shall be outstanding hereunder and no Notice of a certificate A Borrowing or Notice of an authorized officer of the Applicable Borrower certifying (A) both before B Borrowing shall have been given, in each case, on and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of any such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Increased Commitment Increase, and Date; (iv) receipt by there shall have been no reduction of the Increasing Lender Commitments pursuant to Section 2.05(a) hereof on or Additional Lender, as applicable, of all prior to any such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower.Increased Commitment Date; and (cv) Notwithstanding any provision contained herein to the contrary, from and after on the date of such Commitment Increase, all calculations the notice referred to in clause (i) above and payments of interest on the Advances shall take into account Increased Commitment Date, the actual Commitments of each Lender ▇▇▇▇▇’▇ Rating is at or above Baa1 and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeStandard & Poor’s Rating is at or above BBB+. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon not less than 10 Business Days’ notice to Agent, as long as (a) At any time prior to the Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or more increases requested increase is in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), by designating either one or more minimum amount of the existing Lenders (each of which, in its sole discretion, may determine whether $5,000,000 and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available offered on the same terms as those applicable to the corresponding type of Commitments and Advances existing Commitments, except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may befor a closing fee specified by Borrowers, (ivb) the aggregate of all such Commitment Increases shall total increases under this Section do not exceed $100,000,00075,000,000 and no more than five increases are made; provided that the Commitment Increase (as defined in the First Amendment) shall be disregarded for purposes of the limits set forth in this clause (b), and (vc) after giving effect the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any intercreditor or subordination agreement (including the Intercreditor Agreement). Agent shall promptly notify Lenders of the requested increase and, within five Business Days thereafter, each Lender shall notify Agent if and to what extent such Commitment IncreaseLender commits to increase its Commitment. No Lender is obligated to provide any increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender not responding within such period shall be deemed to advance or have declined an increase. If ▇▇▇▇▇▇▇ fail to commit to advance any credit to any Borrower the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in consultation with Borrowers, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Commitments shall be increased by the requested amount (or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”such lesser amount committed by ▇▇▇▇▇▇▇ and Eligible Assignees) on or prior to which each of following conditions shall have been satisfied: a date agreed upon by Agent and Borrower Agent, provided (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement conditions set forth in Section 2.7(c)(iii)6.2 are satisfied at such time and (ii) flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Agent, (iii) receipt by Obligors, and the Applicable Administrative new and existing Lenders shall execute and deliver such documents and agreements as Agent reasonably deems appropriate to evidence the increase in and allocations of a certificate Commitments and Obligors shall pay 4918-8227-4946 v.17 52 any reasonable and documented out-of-pocket fees and expenses incurred in connection therewith. On the effective date of an authorized officer of increase, the Applicable Borrower certifying (A) both before Revolver Usage and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by other exposures under the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier Commitments shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)reallocated among Lenders, and (C) the pro forma compliance settled by Agent as necessary, in accordance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, Lenders’ adjusted shares of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable BorrowerCommitments. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At any time prior to the Business Day immediately preceding the applicable Maturity Date, Time Warner may from time to time, by written notice to the Borrowers may effectuate Administrative Agent (which shall promptly deliver a copy to the Lenders) executed by Time Warner and one or more increases in the aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other financial institutions that qualify as Eligible Assignees that at the time agree, in the case of (any such Eligible Assignee that is an existing Lender financial institution, which may include any Lender, referred to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (in this Section being called an “Increasing Lender”) andcause the Three-Year Commitments and/or the Five-Year Commitments of the Increasing Lenders to be increased (or cause the Increasing Lenders to make new Three-Year Commitments and/or Five-Year Commitments, as applicable) in an amount for each Increasing Lender (which shall not be less than $5,000,000) set forth in such notice; provided that (i) no Lender shall have any obligation to increase its Commitment of either Class pursuant to this Section, (ii) all new Three-Year Commitments and increases in existing Three-Year Commitments becoming effective under this Section during the term of this Agreement shall not exceed $500,000,000 in the aggregate, (iii) all new Five-Year Commitments and increases in existing Five-Year Commitments becoming effective under this Section during the term of this Agreement shall not exceed $500,000,000 in the aggregate, (iv) each Increasing Lender, if not already a Lender hereunder, shall be reasonably satisfactory to (A) the Administrative Agent and (B) each Swingline Lender, Issuing Bank and Yen Fronting Lender whose approval would be required under Section 9.04(b) if such Increasing Lender were being assigned a Commitment of the same Class (which approvals, in the case of any other Eligible Assignee that is not an existing Lender both (an “Additional Lender”A) and (B), to shall not be unreasonably withheld), (v) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase by completing and delivering to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Canadian Commitments shall be equal to at least $5,000,000, Administrative Agent and Time Warner (iiian “Accession Agreement”) all and (vi) no Default or Event of Default has occurred and is continuing. New Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type increases in Commitments of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase any Class pursuant to this Section 2.17 to the Applicable Administrative Agent(s(a “Commitment Increase”) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Effective Date”) on or prior specified in the applicable Accession Agreement. Upon the effectiveness of any Accession Agreement to which each of following conditions shall have been satisfied: any Increasing Lender is a party, (i) the receipt by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender shall thereafter be deemed to become be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender of the applicable Class hereunder and subject to all obligations of a Lender of the applicable Class hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the applicable Class of such Increasing Lender as provided in such Accession Agreement. On the Increase Effective Date, (i) the aggregate principal amount of the Borrowings of the applicable Class of Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Increase Effective Date shall be deemed to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably requestpaid, (ii) the funding by each Increasing Lender and Additional Lender that shall have had a Commitment of the Advances applicable Class of Revolving Loans prior to be made by each such Lender the Commitment Increase shall pay to effect the prepayment requirement set forth Administrative Agent in Section 2.7(c)(iiisame day funds (in the applicable Currencies), (iii) receipt by an amount equal to the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying difference between (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, the product of (B1) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations the applicable Class (such Applicable Percentage for such Lender to be determined as of the Increase Date calculated after giving effect to such the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing (as hereinafter defined) of the applicable Class and (B) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated without further action giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing of the applicable Class, (iii) each Increasing Lender that shall not have had a Commitment of the applicable Class prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable Currencies) an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing of the applicable Class, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender of the applicable Class (in the applicable Currencies) the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing of the applicable Class, and (B) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing of the applicable Class, (v) after the effectiveness of the Commitment Increase, the Borrowers shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts (in the Currencies of the Initial Borrowings) equal to the amounts of the Initial Borrowings and of the Types and Class and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Lender shall hold its Applicable Percentage of the applicable Class of each Subsequent Borrowing of the applicable Class (calculated after giving effect to the Commitment Increase) and (vii) the Borrowers shall pay to the Administrative Agent for the account of each Lender of the applicable Class as set forth in Section 2.17 any partyand all accrued but unpaid interest on its Loans comprising the Initial Borrowings of the applicable Class. The deemed payments made pursuant to clause (i) above shall be subject to compensation by the Borrowers pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. ​ (a) At The Borrower shall have the right, at any time prior to the Business Day immediately preceding date that is one hundred eighty (180) days prior to the Maturity DateTermination Date by written notice to and in consultation with the Administrative Agent, the Borrowers may effectuate one or more increases to request an increase in the aggregate US Commitments and/or the Canadian Revolver Commitments (each such increase being requested increase, a “Commitment Increase”), by designating either having one or more of the existing Lenders increase their respective Revolver Commitments then in effect (each of whicheach, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and), in the case of any other Eligible Assignee by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that is are not an existing Lender already Lenders (each, an “Additional Lender”), to become or a party to this Agreement as a Lender; providedcombination thereof, however, provided that (i) each any such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to request for a Commitment Increase shall be available on the same terms as those applicable to the corresponding type in a minimum amount of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be$5,000,000, (ivii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $150,000,000 and (z) the aggregate of all such Commitment Increases effected shall not exceed $100,000,00055,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (vas hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to each any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, (vi) the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before executing a commitment with any Person that is not already a Lender, and (vii) Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such proposed existing Lender’s receipt of such Conformed Credit Agreement - Page 56 ‌ ‌ ​ notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable to the Administrative Agent, any fees paid by the Borrower for a Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) an Increasing Lender, an Additional Lender, and the applicable Lenders. This Section 2.17 Administrative Agent, shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion. (b) The Commitment Increase shall become effective on the date Each Additional Lender must qualify as an Eligible Assignee (the “Increase Date”) on or selection of which shall include the prior to which approval of the Administrative Agent). The Borrower and each of following conditions Additional Lender shall have been satisfied: (i) execute a joinder agreement, and the receipt by Borrower and each Lender shall execute all such other documentation as the Applicable Administrative Agent of (A) an agreement and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Applicable Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect a Commitment Increase pursuant to this Section 2.14. (c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) a supplement to this Agreement signed by the Applicable Borrower, Required Lenders and each Increasing other Lender and/or each Additional Lendercommitting to the Commitment Increase, setting forth the Commitmentsreallocation of Commitments referred to in Section 2.14(e), if anyall other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, of each such Increasing Lender and/or Additional Lender anddocuments or items as the Administrative Agent, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and Lenders or their counsel may reasonably request; (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably requestan instrument, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt duly executed by the Applicable Administrative Agent of Borrower and each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party; (C) a certificate of the secretary or an authorized officer assistant secretary of the Applicable Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (Aor similar governing body) both before and after giving effect of such party approving or consenting to such Commitment Increase; (D) a certificate of the Chief Financial Officer or another Responsible Officer of the Borrower, no Default has occurred and is continuingcertifying that (x) as of the Commitment Increase Date, (B) all representations and warranties made by of the Applicable Borrowers Borrower and the Guarantors contained in Conformed Credit Agreement - Page 57 ‌ ‌ ​ this Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates is expressly stated to an earlier date have been made as of a specific date, in which remains case such representation or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofdate), and (Cy) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, immediately after giving effect to such Commitment IncreaseIncrease (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (ivz) receipt by the Increasing Lender no Default or Additional LenderEvent of Default has occurred and is continuing, as applicable, of all such fees as agreed to between such Increasing Lender both immediately before and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof); (E) unless waived by the Administrative Agent and the Additional Lender(s), if any, an opinion or opinions of counsel for the Borrower and the Guarantors, in a form satisfactory to Administrative Agent and covering such matters as Administrative Agent may reasonably request, addressed to the Administrative Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have reasonably requested; and (F) such other documents or items that the Administrative Agent, the Lenders or their counsel may reasonably request. (ii) In the case of any Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied. (e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Period specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.01, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without further action giving effect to the Commitment Increase) of the Initial Advances, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolver Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (vii) the signature pages hereto shall be deemed amended to reflect the Revolver Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to clause (i) above in respect of each Euro-Dollar Advance shall be subject to indemnification by any partythe Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. (a) At During the Revolving Credit Period, the Borrower may, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders), request at any time prior or from time to time that the Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or more increases in total Commitments be increased; provided that (i) the aggregate US Commitments and/or amount of all such increases pursuant to this Section shall not exceed $75,000,000, (ii) the Canadian Commitments (Borrower shall offer each such Lender the opportunity to increase being a “its Commitment Increase”), by designating either one or more its Applicable Percentage of the existing Lenders proposed increased amount, and (iii) each of whichLender, in its sole discretion, may determine whether either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to what degree become effective. In the event that the Lenders shall have agreed to participate increase their Commitments by an aggregate amount less than the increase in such Commitment Increase) or the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other Eligible Assignees that at the time agree, in the case of financial institutions (any such Eligible Assignee that is an existing Lender to increase its US Commitment bank or its Canadian Commitment, as the case may be, as such Lender shall so select (other financial institution being called an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Augmenting Lender”), which may include any Lender, to extend Commitments or increase its existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that (i) each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld) and (ii) each Augmenting Lender, if not already a Lender hereunder, shall become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase by completing and delivering to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase Agent a duly executed accession agreement in a form satisfactory to the Canadian Agent and the Borrower. Increases and new Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to each such Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase created pursuant to this Section 2.17 to the Applicable Administrative Agent(sparagraph (a) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the “Increase Date”Commitment of any Lender) on or prior to which each of following conditions shall have been satisfied: become effective under this paragraph unless, (i) on the receipt date of such increase, the conditions set forth in clauses (b) and (d) of Section 3.02 shall be satisfied (as though a Borrowing were being made on such date) and the Agent shall have received a certificate to that effect dated such date and executed by a Responsible Financial Officer of the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding Agent shall have received (to the extent requested by each Increasing Lender the Agent reasonably in advance of such date) documents consistent with those delivered under clauses (c) and Additional Lender (d) of Section 3.01 as to the corporate power and authority of the Advances Borrower to be made by each such Lender borrow hereunder and as to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent enforceability of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and this Agreement after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrowerincrease. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (d) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date after giving effect to such Commitment Increase) without further action by any party.

Increase in Commitments. (a) At any time prior The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request that the total Commitments be increased; provided that the total Commitments shall not be increased by more than $500,000,000 during the term of this Agreement pursuant to this Section. Such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 Business Day immediately preceding Days or more than 60 days after the Maturity Datedate of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Borrowers Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may effectuate arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals not to be unreasonably withheld), and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the aggregate US total Commitments and/or may be made in an amount which is less than the Canadian increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (each such increase being a the “Commitment Increase”), if any Revolving Loans are outstanding, then (unless the Commitment Increase is being effected by designating either one or more of an increase in each Lender’s Commitment ratably in accordance with its Applicable Percentage) the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that Borrower (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) each may, at its option, fund such Commitment Increase prepayment by simultaneously borrowing Revolving Loans of the Types and for the Interest Periods specified in a Borrowing Request delivered pursuant to the Canadian Commitments Section 2.03, which Revolving Loans shall be equal to at least $5,000,000made by the Lenders (including the Increasing Lenders and the Augmenting Lenders, if any) ratably in accordance with their respective Commitments (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) calculated after giving effect to each such the Commitment Increase, the aggregate Canadian Commitments shall not exceed $40,000,000). The Applicable Borrower payments made pursuant to clause (i) above in respect of each Term SOFR Loan shall provide prompt notice of such proposed Commitment Increase be subject to Section 2.16. (c) Increases and new Commitments created pursuant to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above; provided that the “Increase Date”) on or Borrower may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent no less than two Business Days prior to which each of following conditions shall have been satisfied: (i) the receipt date specified in the notice delivered by the Applicable Administrative Agent of (A) an agreement in form and substance reasonably satisfactory Borrower pursuant to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, first sentence of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and paragraph (Ba) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Applicable Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the pro forma compliance with the covenants in Section 6.15 and Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeabove. (d) On Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section unless (i) on the date of such Increase Dateincrease, each Lender’s share the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the applicable Letter of Credit Exposure on such date Borrower and (ii) the Administrative Agent shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations have received (such Applicable Percentage with sufficient copies for such Lender to be determined as each of the Increase Lenders) documents consistent with those delivered on the Effective Date after giving effect to such Commitment Increaseunder clauses (b) without further action by any partyand (c) of Section 4.01.

Increase in Commitments. (a) At The Company shall have the right, at any time and from time to time after the Closing Date but prior to the Business Day immediately preceding date 30 days prior to the Maturity DateCommitment Termination Date by written notice to and in consultation with the Administrative Agent, the Borrowers may effectuate one or more increases to request an increase in the aggregate US Commitments and/or the Canadian Commitments (each such increase being requested increase, a “Commitment Increase”), by designating either having one or more of the existing Lenders increase their respective Commitments then in effect (each of whicheach, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (an “Increasing Lender”) and), in the case of any other Eligible Assignee by adding as a Lender with a new Commitment hereunder one or more Persons that is are not an existing Lender already Lenders (each, an “Additional Lender”), to become or a party to this Agreement as a Lendercombination thereof; provided, however, provided that (i) each any such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to request for a Commitment Increase shall be available on the same terms as those applicable to the corresponding type in a minimum amount of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender $25,000,000 or Additional Lender, as the case may bean integral multiple of $1,000,000 in excess thereof, (ivii) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) immediately after giving effect to each such any Commitment Increase, the aggregate Canadian Commitments of all Commitment Increases effected after the Closing Date shall not exceed $40,000,000. The Applicable Borrower 200,000,000, and (iii) no existing Lender shall provide prompt notice be obligated to increase its Commitment as a result of such proposed any request for a Commitment Increase pursuant by the Company unless it agrees in its sole discretion to this Section 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrowerdo so. (b) The Commitment Increase shall become effective on the date Each Additional Lender must qualify as an Eligible Assignee (the “Increase Date”) on or prior to approval of which each of following conditions shall have been satisfied: (i) the receipt by the Applicable Administrative Agent, the Swingline Lender and the Fronting Bank shall not be unreasonably withheld or delayed) and the Borrowers and each Additional Lender shall execute a Lender Joinder Agreement together with all such other documentation as the Administrative Agent of (A) an agreement and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by and the Applicable BorrowerBorrowers, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder. (c) If the aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than 30 days prior to the Commitment Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase. (d) Notwithstanding anything set forth in this Section 2.21, no increase in the aggregate Commitments pursuant to this Section 2.21 shall be effective unless: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) as to each Increasing Lender and/or Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, setting forth a duly executed Lender Joinder agreement together with all other documentation required by the CommitmentsAdministrative Agent and the Borrowers pursuant to Section 2.21(b); (B) an instrument, if anyduly executed by each Borrower and the Guarantor, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to acknowledging and reaffirming its obligations under this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and other Credit Documents; (BC) such evidence of appropriate authorization on the part a certificate of the Applicable secretary or an assistant secretary of each Borrower, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Borrower with respect approving or consenting to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, Increase; (iiD) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer Authorized Officer of the Applicable Borrower Company, certifying that (Ay) both before and after giving effect to such as of the Commitment IncreaseIncrease Date, no Default has occurred and is continuing, (B) all representations and warranties made by of the Applicable Borrowers contained in this Agreement and the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are or if qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects), unless both immediately before and after giving effect to the Commitment Increase and any Borrowings or Letters of Credit issued in connection therewith (except to the extent any such representation or warranty relates is expressly stated to an earlier date have been made as of a specific date, in which remains case such representation or warranty is true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects), in each case as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofdate), and (Cz) the pro forma compliance with the covenants in Section 6.15 no Default or Event of Default has occurred and Section 6.16is continuing, both immediately before and after giving effect to such Commitment Increase, and Increase (iv) receipt by the Increasing Lender including any Borrowings or Additional Lender, as applicable, Letters of all such fees as agreed to between such Increasing Lender and /or Additional Lender Credit issued in connection therewith and the Applicable Borrowerapplication of the proceeds thereof); (ii) If there is a non-ratable increase in the aggregate Commitments, each outstanding Syndicated Letter of Credit shall have been amended giving effect to the reallocation of the Commitments or, if required, returned by each respective beneficiary to the Administrative Agent and cancelled and/or exchanged for a new or amended Syndicated Letter of Credit giving effect to the reallocated Commitments; and (iii) The conditions precedent set forth in Section 3.2 shall have been satisfied. (ce) Notwithstanding any provision contained herein On the Commitment Increase Date, to the contraryextent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Commitments, from and (i) all then outstanding Revolving Loans (the “Outstanding Loans”) shall, to the extent not then maintained as Base Rate Loans, automatically be converted into Base Rate Loans, (ii) immediately after the date effectiveness of such the Commitment Increase, all calculations each Borrower may, if it so requests, convert any such Base Rate Loans into SOFR Loans in the amounts and payments for the Interest Periods specified in a Notice of interest on Conversion/Continuation delivered to the Advances shall take into account the actual Commitments of Administrative Agent in accordance with Section 2.12, (iii) each Lender and shall pay to the principal Administrative Agent in immediately available funds an amount outstanding of each Advance made by such Lender during equal to the relevant period of time. difference, if positive, between (dy) On such Increase Date, each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (such Applicable Percentage for such Lender to be determined as of the Increase Date Ratable Share, calculated after giving effect to such the Commitment Increase, of the Outstanding Loans and (z) such Lender’s Ratable Share, calculated without further action giving effect to the Commitment Increase, of the Outstanding Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s Ratable Share, calculated without giving effect to the Commitment Increase, of the Outstanding Loans and (z) such Lender’s Ratable Share, calculated after giving effect to the Commitment Increase, of the amount of the Outstanding Loans, (v) the Lenders shall be deemed to hold the Outstanding Loans ratably in accordance with their respective Commitment (calculated after giving effect to the Commitment Increase), (vi) each Borrower shall pay all accrued but unpaid interest on the Outstanding Loans as of the Commitment Increase Date to the Lenders entitled thereto, and (vii) Schedule 1.1(a) shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of SOFR Loans pursuant to clause (i) above shall be subject to indemnification by any partythe applicable Borrower pursuant to the provisions of Section 2.19 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.