Common use of New Commitments Clause in Contracts

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Date, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity Date. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time after following the completion of the primary syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the date which is 12 months prior to (i) in the case of Revolving LC Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Date, the Company Borrower may by written notice to the Administrative Agent elect to request New Revolving Lenders an increase to provide new Revolving the Total LC Facility Commitments Deposit (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitmentsany such increase, the “New CommitmentsLC Facility Deposits”) ), in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million in the proceeds aggregate during the term of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which may increase shall also be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreementapplicable to LC Facility Deposits previously deposited). Such notice shall (A) specify the date (the an “Increased Amount Date”) on which the Company Borrower proposes that the such New Term Commitments take effectLC Facility Deposits be made, which shall be a date not less than 10 five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to(B) if applicable, specify any increase in the case of New Revolving LC Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity DateLC Fees. The Company Borrower shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution reasonably acceptable to the Administrative Agent to whom (each such new Revolving LC Facility Commitments (eachLender or financial institution, a “New Revolving LC Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with to whom the New Revolving LC Facility Lenders, the “New Lenders”) Deposits have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion . Such New LC Facility Deposits shall become effective as of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the such Increased Amount Date before or after giving effect to such New CommitmentsLC Facility Deposits, (42) the Administrative Agent does not object to any New LC Facility Lender and (3) such New Commitments increase in the Total LC Facility Deposit shall be evidenced by (x) one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New LenderLC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility Deposit, as applicable, on terms (other than pricing) and documentation reasonably satisfactory in each case in a form acceptable to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, Agent and each shall be recorded in the Registerregister, each of which shall be subject to the requirements set forth in Section 2.17(e2.16(d), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in The Borrower shall have the case of Revolving Facility Loans, the Revolving Facility Maturity Date and right to request (ii) in the case of Term Loans, the Term Loan Maturity Date, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” andAgent), together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for at any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days time after the date on Effective Date, that one or more Lenders (and/or one or more other Persons which such notice is delivered to the Administrative Agent are Eligible Assignees and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity Date. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans will become Lenders (each, a “New Term Loan Lender” ”)) add one or more new term loan facilities to the Term Loan Facility (each, a “New Term Loan Facility”), New Commitments to the Borrower in respect thereof and, together subject to the terms and conditions contained in this Agreement and in the respective commitment agreement with the such New Revolving Facility LendersTerm Loan Lender, the make Term Loans (“New LendersTerm Loans”) have been pursuant thereto; it being understood and agreed, however, that (in accordance with the prior sentencei) allocated and the amounts of such allocations; provided that any no Lender requested shall be obligated to provide all or a portion New Commitment as a result of any such New Commitments may elect or declinerequest by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion, discretion to provide a New Commitment. , such Lender shall not be obligated to fund any New Revolving Facility Term Loans; (ii) any Lender (including any New Term Loan Lender) may so provide a New Commitment without the consent of any other Lender; (iii) the amount of each Class of New Commitments shall take be in a minimum aggregate amount for all Lenders which provide a New Commitment under such Class of New Term Loans of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (iv) the aggregate amount of all New Commitments provided pursuant to this Section 2.05(e) and the aggregate principal amount of all New Term Loans to be made pursuant thereto shall not exceed the Maximum Incremental Amount at such time; (v) the up-front fees and, if applicable, any unutilized commitment fees and/or other fees, payable to each New Term Loan Lender in respect of each New Commitment shall be separately agreed to by the Borrower and each such New Term Loan Lender; (vi) each Class of New Term Loans shall (A) have a Maturity Date of no earlier than the Maturity Date of any Class of Term Loans then existing, (B) have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for any Class of Term Loans then existing and (C) be subject to the Applicable Margins as are set forth in the commitment agreement governing such Class of New Term Loans; (vii) the proceeds of all New Term Loans shall be made on used only for the Increased Amount Datepurposes permitted by Section 2.17; (viii) each New Term Loan commitment agreement shall specifically designate the Class or Classes of the New Commitments being provided that thereunder (1which Class shall be a new Class (i.e., not the same as any other then existing Class of Term Loans)); (ix) all New Term Loans (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement; (x) each Lender (including any New Term Loan Lender) agreeing to provide a New Commitment shall, subject to satisfaction of the relevant conditions set forth in this Agreement and in the commitment agreement between such Lender and the Borrower, make New Term Loans as specified in such New Commitments may be made in Dollars or Euros only, (2) all Term Loan commitment agreement and such New Term Loans shall thereafter be added todeemed to be New Term Loans under such Class for all purposes of this Agreement; (xi) except as otherwise set forth in this Section 2.05(e) or otherwise as shall be reasonably satisfactory to the Agent (acting at the written direction of Required Lenders), such New Term Loan Facility shall have the same terms as the Initial Term Loan Facility; (xii) each New Term Loan Facility shall share ratably in any prepayments of Term Loans (unless such New Term Loan Facility agrees to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments); (xiii) no Default or Event of Default then exists or would result therefrom; (xiv) all of the representations and thereafter constitutewarranties contained herein are true and correct in all material respects at such time (it being understood that (x) any representation and warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects and (y) any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects, as the case may be) as of such earlier date); and (xv) the Borrower agrees to terminate in full any unutilized Initial Commitments, if any, prior to obtaining any New Commitments. No New Commitment shall be effective until the Agent shall have received a certificate from the Chief Financial Officer or Treasurer of the Borrower certifying that the conditions set forth in this Section 2.05(e) have been satisfied. (ii) New Commitments shall become Commitments under this Agreement pursuant to an Incremental Amendment executed by the Borrower, each New Term Loan Lender providing such New Commitment and the Agent. The Incremental Amendment may, without the consent of any other Lender, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Agent (acting at the written direction of Required Lenders) and the Borrower, to effect the provisions of this Section 2.05(e). To the extent reasonably requested by the Agent (acting at the written direction of Required Lenders), the then outstanding Original Dollar Agent shall have received customary legal opinions, board resolutions, officers’ certificates and/or solvency certificates consistent with those delivered on the Effective Date under Section 3.01 (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Required Lenders). (iii) Notwithstanding anything to the contrary contained above in this Section 2.05, the New Commitments provided by a New Term Loans Loan Lender or Original Euro New Term LoansLoan Lenders, as the case may be, for all purposes hereundershall constitute a new Class, although which shall be separate and distinct from the Company existing Classes pursuant to this Agreement (with a designation which may elect to designate New Term Loans as Additional Dollar Term Loans be made in letters (i.e., A, B, C, etc.), numbers (1, 2, 3, etc.) or Additional Euro Term Loansa combination thereof (i.e., as the case may be▇-▇, hereunder by written notice ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, C-1, C-2, C-3, etc.)). (iv) Notwithstanding anything to the Administrative Agent contrary set forth in this Section 2.05(e), the Borrower hereby agrees to offer the extent that the Applicable Margin or repayment schedule existing Lenders a right of first refusal for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, a period of at least three (3) no Default or Event of Default shall exist Business Days to provide any New Commitments on the Increased Amount Date before or after giving effect same terms and conditions offered to any potential New Term Loan Lenders; provided that no Lender shall be obligated to provide such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this AgreementCommitment.

New Commitments. At (a) Without limiting the provisions of Section 7(b) below, each of the Corporation and Starwood REIT confirms to the Lenders that it has not heretofore obtained, and it has no further right to obtain, any New Tranche II Term Loan Commitments, New Revolving Loan Commitments or New Commitments, in each case, under, and as defined in, the Fourth Amendment. (b) The Lenders agree that, at any time after completion and from time to time on or prior to June 30, 2001, the Borrowers shall have the right to increase the Tranche II Term Loan Commitments (each such increase, a "New Tranche II Term Loan Commitment" or a "New Commitment") as more fully described below, by an aggregate amount of up to $500,000,000 by notice (a "New Commitment Notice") to the primary syndication Administrative Agents given at least 3 Business Days before the respective New Commitment Effective Date (as determined by the Lead Arrangersdefined below) and prior to upon the date which is 12 months prior to following terms and conditions: 10 (i) on each date upon which any New Tranche II Term Loan Commitment becomes effective in accordance with the case terms of Revolving Facility Loans, the Revolving Facility Maturity Date and respective Assumption Agreement described in clause (ii) below (each such date, a "New Commitment Effective Date"), no Specified Default and no Event of Default shall be in existence (and no Specified Default and no Event Default shall result therefrom); (ii) on or prior to each New Commitment Effective Date, each Lender (which may be an existing Lender or a new Lender) furnishing a New Commitment shall have executed and delivered to the Paying Agent an Assumption Agreement in the case form of Annex II attached to this Amendment with respect to the New Commitments of such Lender (each an "Assumption Agreement"), appropriately completed to the reasonable satisfaction of the Paying Agent (and with such modifications as may be approved by the Paying Agent); (iii) the consent of the Paying Agent (which consent shall not to be unreasonably withheld or delayed) shall be required to each Lender which furnishes one or more New Commitments and the assumption of such New Commitments shall otherwise be made in compliance with the relevant requirements expressed in Section 13.04(b) of the Credit Agreement with respect to assignments (including, without limitation that the respective entity assuming any New Commitments shall be an Eligible Transferee, compliance with the minimum amounts provided in Section 13.04(b) and the requirement that the Paying Agent receive the fees provided in said Section 13.04(b)); (iv) on each New Commitment Effective Date, additional Tranche II Term LoansLoans shall be extended pursuant to the New Commitments; (v) based on the information contained in the respective Assumption Agreement, and consistent with the requirements set forth above, on each New Commitment Effective Date Schedule I-A and Schedule II to the Credit Agreement shall be deemed amended accordingly; (vi) each Lender furnishing a New Tranche II Term Loan Maturity Commitment shall, on the respective New Commitment Effective Date, the Company may by written notice make Tranche II Term Loans to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” andCorporate Borrowers, together consistent with the New Revolving Facility Commitmentsmanner provided in Section 1.01 of the Credit Agreement, the “New Commitments”) in an aggregate principal amount equal to the New Tranche II Term Loan Commitment of such Lender (which New Tranche II Term Loan Commitment shall terminate immediately after giving effect to such funding); (vii) notwithstanding anything to the contrary contained in the Credit Agreement, each Borrowing of Tranche II Term Loans outstanding pursuant to the Credit Agreement at any time after the first date upon which any New Tranche II Term Loans are extended shall consist exclusively of either (x) Existing Tranche II Term Loans (with each Lender which holds any outstanding Existing Tranche II Term Loans to participate proportionately in each outstanding Borrowing of Existing Tranche II Term Loans) or (y) New Tranche II Term Loans (with each Lender which holds any outstanding New Tranche II Term Loans to participate proportionately in each outstanding Borrowing of New Tranche II Term Loans); provided that the New Tranche II Term Loans made by each Lender at any time after the first New Commitment Effective Date pursuant to which New Tranche II Term Loans are 11 extended shall (1) be allocated proportionately to each Borrowing of New Tranche II Term Loans then outstanding (based upon the relative aggregate principal amounts of each such Borrowing), (2) bear interest at the same rates as are applicable thereto and (3) to the extent the amount so added to any such Borrowing is in respect of a Borrowing of Eurodollar Loans with an Interest Period which began prior to, and ends after, the respective New Commitment Effective Date, the Borrowers and such Lender may agree, as between themselves, for all the payment of any amounts to the respective Lender to compensate it for extending the respective Tranche II Term Loans during an existing Interest Period; (viii) on or prior to each New Commitment Effective Date, but subject to the provisions of Section 1.06(j) of the Credit Agreement, the Corporate Borrowers shall execute and deliver to each Lender furnishing a New Tranche II Term Loan Commitment a Tranche II Term Note payable to the order of such Lender in the stated amount equal to such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes Tranche II Term Loan Commitment (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this appropriately completed); (ix) notwithstanding anything to the contrary contained in the Credit Agreement, the following provisions shall govern: (A) each Interim Tranche II Scheduled Repayment shall be applied only to the repayment of Existing Tranche II Term Loans on a pro rata basis (based upon the then outstanding amount of Existing Tranche II Term Loans). Such notice shall specify the date ; (the “Increased Amount Date”B) on which each New Commitment Effective Date, the Company proposes that Final Tranche II Scheduled Repayment shall be increased by the aggregate amount of the New Tranche II Term Loan Commitments furnished on such New Term Commitments take effect, which shall be a date not less than 10 Business Days after Commitment Effective Date; (C) on the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Tranche II Maturity Date. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New all then outstanding Tranche II Term Loans (eachincluding all then outstanding Existing Tranche II Term Loans and all New Tranche II Term Loans) shall be repaid in full; (D) in connection with any voluntary prepayment of Tranche II Term Loans by any Borrower under Section 4.01(v) of the Credit Agreement, a “such Borrower shall designate in the notice described in Section 4.01(i) of the Credit Agreement whether Existing Tranche II Term Loans and/or New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Tranche II Term Loans shall be made on prepaid and, if applicable, the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New amount of Existing Tranche II Term Loans and/or New Tranche II Term Loans being so repaid, and the respective voluntary prepayment shall be added to, and thereafter constitute, applied to the then outstanding Original Dollar Existing Tranche II Term Loans and/or New Tranche II Term Loans in accordance with such designation (with each Lender holding Existing Tranche II Term Loans or Original Euro New Tranche II Term Loans, as the case may be, for all purposes hereunderto receive its share of such prepayment on a pro rata basis, although based upon the Company may elect to designate New Term Loans as Additional Dollar relative amounts of Existing Tranche II Term Loans or Additional Euro New Tranche II Term Loans, as the case may be, hereunder held by written notice the various Lenders); (1) each voluntary prepayment of New Tranche II Term Loans shall apply to reduce the then remaining Final Tranche II Scheduled Repayment, with the entire amount of such prepayment to be so applied only to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such of New Tranche II Term Loans will be different than that applicable to on a pro rata basis (based on the Original Dollar then outstanding amount of New Tranche II Term Loans) and (2) each voluntary prepayment of Existing Tranche II Term Loans or Original Euro Term Loansshall apply to reduce the 12 then remaining Tranche II Scheduled Repayments on a pro rata basis (based upon the then remaining amounts of such Tranche II Scheduled Repayments, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to all prior reductions thereto, but for purposes of such New Commitments, (4) such New Commitments shall be evidenced calculation reducing the Final Tranche II Scheduled Repayment by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed Tranche II Term Loans then outstanding), with the Dollar Equivalent entire amount of $250.0 million, (6) all reasonable and documented fees and expenses owing such prepayment to be applied only to the Administrative Agent repayment of Existing Tranche II Term Loans on a pro rata basis (based upon the then outstanding amount of Existing Tranche II Term Loans); (F) if on any date any amount to be applied pursuant to the provisions of Section 4.02(h) of the Credit Agreement is to be applied (x) to reduce any Interim Tranche II Scheduled Repayments, the amount to be so applied shall be applied only to the repayment of Existing Tranche II Term Loans on a pro rata basis (based upon the then outstanding amount of Existing Tranche II Term Loans) or (y) to reduce the Final Tranche II Scheduled Repayment, the amount to be so applied shall be applied as follows: (1) an amount equal to (x) the amount to be applied to reduce the Final Tranche II Scheduled Repayment at such time multiplied by (y) the Existing Tranche II Term Loan Percentage shall be applied to the repayment of the Existing Tranche II Term Loans on a pro rata basis (based on the then outstanding amount of Existing Tranche II Term Loans) and (2) the New Lenders in respect balance shall be applied to the payment of the New Commitments Tranche II Term Loans on a pro rata basis (based on the then outstanding amount of New Tranche II Term Loans); and (G) on the date of each repayment of outstanding Tranche II Term Loans (excluding any repayment in full of all then outstanding Tranche II Term Loans) the respective repayments of principal shall be paid allocated amongst the then outstanding Borrowings in a manner consistent with the foregoing requirements of this clause (ix). Notwithstanding anything to the contrary contained above or elsewhere in this Tenth Amendment, it is acknowledged and agreed that no Lender shall be required to provide any New Commitment, except to the extent agreed in writing by such Lender with the Borrowers (with each Lender being entitled in its sole discretion not to furnish any New Commitment). Without limiting the representations and warranties contained in the Credit Agreement (which are made on the Increased Amount Date date of the occurrence of each Credit Event), the Borrowers represent and (7) immediately after giving effect warrant that all extensions of credit pursuant to the incurrence of the New Commitments (or which would be in excess of the amount permitted pursuant to the Credit Agreement in the absence of the New Commitments), shall in each case be deemed permitted to be outstanding for the purposes of this incurred pursuant to clause (7a) or clause (i) of the second paragraph, or pursuant to the first paragraph, of Section 5.9 of the Senior Secured Bridge Note Agreement (so long as same is in effect) and that the Liens securing such extensions of credit are permitted in accordance with Section 5.12 of the Senior Secured Bridge Note Agreement (so long as same remains in effect)). (c) The Credit Agreement is hereby amended by adding, Holdings shall (x) be in compliance with immediately after the Incurrence Ratios on a Pro Forma Basis or (y) end of Section 1.18 thereof, the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.following new provision:

New Commitments. At any time after completion of following the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Closing Date, the Company Lead Borrower may by written notice to the Administrative Agent elect to request New Revolving Lenders an increase to provide new Revolving Facility the existing Commitments (any such increase, whether or not implemented through a separate tranche, a “Incremental Facility” and commitments thereunder, the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder ), by an amount not in excess of $150,000,000 in the aggregate (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New CommitmentsMaximum Incremental Amount”) or a lesser amount in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent integral multiples of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement)5,000,000. Such notice shall specify the date (the an “Increased Amount Date”) on which the Company Lead Borrower proposes that the such New Term Revolving Facility Commitments take effectshall be made available, which shall be a date not less than 10 5 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to (or such shorter period as reasonably approved by the date which is 12 months prior to, in the case of Administrative Agent). The New Revolving Facility Commitments, the Commitments shall be provided by Revolving Facility Maturity Date andLenders, in the case of New Term Loans, the Term Loan Maturity Date. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Revolving Facility Commitments may elect or decline, in its sole discretion, to provide a New Revolving Facility Commitment. Such New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the become effective as of such Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3i) no Default or Event of Default shall exist on the such Increased Amount Date before or after giving effect to such New CommitmentsRevolving Facility Commitments and Loans; (ii) the representations and warranties contained in Article III and the other Loan Documents shall be true and correct in all material respects on and as of the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (iii) the New Revolving Facility Commitments if drawn shall count against the Borrowing Base; (iv) any Incremental Facility will mature no earlier than, and will require no scheduled amortization or differing mandatory commitment reduction prior to, the then maturity of the Revolving Facility, (4v) any Incremental Facility shall be on terms and pursuant to documentation applicable to and consistent with the Revolving Facility, (vi) no Incremental Facility shall be secured by any of the Collateral other than on a basis pari passu with or junior to the Revolving Facility, (vii) the guarantors under any Incremental Facility shall be limited to the Guarantors under the Revolving Facility and (viii) such New increase in the Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Revolving Facility Lender; provided that, as applicable, on to the extent such terms (other than pricing) and documentation are not consistent with the Revolving Facility (except to the extent permitted by the proviso below), such other terms shall be reasonably satisfactory to the Administrative Agent; provided, including further, that in the designated maturity date (andevent that the interest rate margins for any Incremental Facility are more than 0.50% per annum greater than the applicable interest rate margin under the Revolving Facility, if applicable, amortization schedule) for the New Term Loans, and each applicable interest rate margin under the Revolving Facility shall be recorded in the Register, each of which shall be subject increased to the requirements set forth in Section 2.17(e), (5) extent necessary so that the aggregate principal amount of all New interest rate margins under the Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing are equal to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding interest rate margins for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Incremental Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreementminus 0.50% per annum.

New Commitments. At any time (a) Subject to the terms and conditions set forth herein (i) each Continuing Lender agrees to continue all of its Existing Commitments as New Commitments on the date requested by the Borrower to be the Sixth Amendment Effective Date in a principal amount equal to such Continuing Lender’s New Commitment, as set forth under the heading “Commitments” on Schedule 1.01 in Exhibit B attached hereto, (ii) each Additional Lender agrees to provide New Commitments on and after completion such date to the Borrower in a principal amount equal to such Additional Lender’s New Commitment, as set forth under the heading “Commitments” on Schedule 1.01 in Exhibit B attached hereto and (iii) each New Lender agrees to the terms of this Agreement and the Fourth Amended and Restated Credit Agreement. (b) For purposes hereof, a Person shall become a party to the Fourth Amended and Restated Credit Agreement and a New Lender as of the primary syndication Sixth Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the Sixth Amendment Effective Date, a Lender Addendum in its capacity as a New Lender. For the avoidance of doubt, (as determined x) the Existing Commitments of a Continuing Lender must be continued in whole and may not be continued in part unless approved by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date Arrangers and (iiy) in the case of Term Loans, the Term Loan Maturity Date, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may each Additional Lender must be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity Date. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent and each Issuing Bank (it being understood and agreed that each such Person’s execution of a signature page hereto shall be deemed to whom such new Revolving Facility constitute approval of each Additional Lender that is a party hereto). (c) The New Commitments (each, a of each New Lender will be available to the Borrower on the Sixth Amendment Effective Date. The “New Revolving Facility Commitment” of (i) any Continuing Lender will be the amount of its Existing Commitment as set forth in the Register as of the Sixth Amendment Effective Date (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Sixth Amendment Effective Date), which shall be continued as an equal amount of New Commitments and (ii) of any Additional Lender will be such amount (not exceeding any commitment offered by such Additional Lender”) and/or allocated to it by the Lead Arrangers and notified to it on or prior to the Sixth Amendment Effective Date. The Commitments for New Term Loans (each, a “New Term Lender” and, together with of the New Revolving Facility LendersLenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire its New Loans. (d) The obligation of each New Lender to make, provide or acquire by continuation New Commitments on the Sixth Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 3 of this Agreement. (e) On and after the Sixth Amendment Effective Date, each reference in the Fourth Amended and Restated Credit Agreement to (i) “Commitments” shall be deemed a reference to the New Commitments contemplated hereby and (ii) “Loans” shall be deemed a reference to the New Loans contemplated hereby, except in each case as the context may otherwise require. Notwithstanding the foregoing, except as set forth in Section 5(h) of this Agreement, the “provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Lender in respect of such Lender’s Existing Commitments and Existing Loans. (f) On the Sixth Amendment Effective Date, all Existing Loans shall be deemed repaid and reborrowed as New Lenders”) have been (Loans in accordance with Section 2.05(c) of the prior sentenceFourth Amended and Restated Credit Agreement. (g) allocated and For the amounts avoidance of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitutedoubt, the then outstanding Original Dollar Term Loans or Original Euro Term LoansLenders hereby acknowledge and agree that, as at the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event sole option of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including any Lender with Existing Commitments that all or any portion of which are not continued as Continued Commitments as contemplated hereby (“Non-Continued Commitments”) shall, automatically upon receipt of the designated maturity date (amount necessary to purchase, at par, the portion of such Lender’s Existing Commitments constituting Non-Continued Commitments and any related outstanding Loans in connection therewith and pay all accrued interest and fees thereon, be deemed to have assigned such Non-Continued Commitments and related outstanding Loans pursuant to a form of Assignment and Assumption and, if applicableaccordingly, amortization schedule) for no other action by the New Term LoansLenders, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent or the Loan Parties shall be required in connection therewith. (h) Each Lender party hereto and the New Lenders in Borrower agree that with respect to any payment or deemed payment of Existing Loans on the Sixth Amendment Effective Date, any amounts payable pursuant to Section 2.16 of the New Commitments shall be paid on the Increased Amount Date Fourth Amended and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on Restated Credit Agreement as a Pro Forma Basis or (y) the proceeds result of such New Term Loans payment or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreementdeemed payment are hereby waived by each Continuing Lender.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Tranche 2 Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term C-2 Loan Maturity Date, the Company may by written notice to the Administrative Agent (a “New Commitment Election Notice”) elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and and/or New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice New Commitment Election Notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Tranche 2 Revolving Facility Maturity Date and, in the case of New Term Loans, the Term C-2 Loan Maturity Date. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) (x) subject to clause (y) below, all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, and shall constitute (and be deemed of the same Class with) Term C-2 Loans or any later-maturing Class of Term Loans then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, although (y) the Company may elect instead to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to in the Administrative Agent New Commitment Election Notice to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans C-2 Loans, or Original Euro such later-maturing Class of Term Loans, as the case may be, or any theretofore incurred and then outstanding, and such Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred shall be deemed a new Class of Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be and (z) all such New Revolving Facility Commitments shall constitute (and be deemed of the same Class with) Tranche 2 Revolving Commitments or any later-maturing Class of Extended Maturity Commitments then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Tranche 2 Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term C Loan Maturity Date, the Company may by written notice to the Administrative Agent (a “New Commitment Election Notice”) elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and and/or New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice noticeNew Commitment Election Notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Tranche 2 Revolving Facility Maturity Date and, in the case of New Term Loans, the Term C Loan Maturity Date. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) (x) subject to clause (y) below, all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, and shall constitute (and be deemed of the same Class with) Term C Loans or any later-maturing Class of Term Loans then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, although (y) the Company may elect instead to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent Agentin the New Commitment Election Notice to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro EuroTerm C Loans, or such later-maturing Class of Term Loans, as the case may be, theretofore incurred and then outstanding, and such Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, shall be deemed a new Class of Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be and (z) all such New Revolving Facility Commitments shall constitute (and be deemed of the same Class with) Tranche 2 Revolving Commitments or any later-maturing Class of Extended Maturity Commitments then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Tranche 2 Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term C-23 Loan Maturity Date, the Company may by written notice to the Administrative Agent (a “New Commitment Election Notice”) elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and and/or New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments made after the Amendment No. 4 Effective Date not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice New Commitment Election Notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Tranche 2 Revolving Facility Maturity Date and, in the case of New Term Loans, the Term C-23 Loan Maturity Date. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent (and, in the case of any New Revolving Facility Lender (as defined below), reasonably acceptable to the Issuing Bank and Swingline Lender) to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment and any Lender that fails to respond to any such request shall be deemed to have declined to provide such New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) (x) subject to clause (y) below, all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, and shall constitute (and be deemed of the same Class with) Term C-23 Loans or any later-maturing Class of Term Loans then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, although (y) the Company may elect instead to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to in the Administrative Agent New Commitment Election Notice to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans C-23 Loans, or Original Euro such later-maturing Class of Term Loans, as the case may be, or any theretofore incurred and then outstanding, and such Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred shall be deemed a new Class of Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be and (z) all such New Revolving Facility Commitments shall constitute (and be deemed of the same Class with) Tranche 2 Revolving Commitments or any later-maturing Class of Extended Maturity Commitments then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 millionmillion[reserved], (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangersa) and prior Subject to the date which is 12 months prior terms and conditions set forth herein, each Person that has executed and delivered a signature page to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Date, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the this Amendment as a “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term LoansLender” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity Date. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for hereby agrees, severally and not jointly, to provide to the Borrower on the Restatement Effective Date a commitment under the New Term Loans Facility in the amount set forth opposite such Person’s name on Schedule I hereto (each, a “New Term Lender” andCommitment”) on the terms and subject to the conditions set forth herein and in the Amended Credit Agreement. (b) By delivering a signature page to this Amendment, together with each New Lender shall be deemed to have agreed and consented to the amendment and restatement of the Existing Credit Agreement as contemplated hereby and to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Successor Administrative Agent or any New Revolving Facility Lenders on the Restatement Effective Date. (c) Subject to the terms and conditions set forth herein, (i) upon the effectiveness of this Amendment, all Existing Commitments in effect under the Existing Credit Agreement immediately prior to the effectiveness of this Amendment will be terminated, (ii) on the Restatement Effective Date, the Borrower shall pay to the Predecessor Administrative Agent, for the respective accounts of the applicable Existing Lenders, (A) the “New Lenders”unpaid principal amount of any Loans outstanding immediately prior to the effectiveness of this Amendment and (B) have been (in accordance all unpaid interest, fees and other amounts accrued to the Restatement Effective Date with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested respect to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New the Existing Commitments may be made in Dollars or Euros only, effect immediately prior to the effectiveness of this Amendment and (2) all such New Term any Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice immediately prior to the Administrative Agent effectiveness of this Amendment and (iii) on the Restatement Effective Date, to the extent requested by any exiting Existing Lender that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, is not a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, the Borrower shall pay to such Existing Lender, the amounts, if any, payable under Section 2.6C of the Existing Credit Agreement as applicablea result of the prepayment of Loans pursuant to clause (ii)(A) of this Section 3(c), on terms (other than pricing) and documentation reasonably satisfactory if any. Each New Lender party hereto that had an Existing Commitment immediately prior to the Administrative Agent, including effectiveness of this Amendment hereby waives any payment of any amounts pursuant to Section 2.6C of the designated maturity date Existing Credit Agreement as a result of the Transactions. (and, if applicable, amortization scheduled) for Each Letter of Credit outstanding immediately prior to the New Term Loans, effectiveness of this Amendment shall constitute a Letter of Credit issued pursuant to the Amended Credit Agreement and each New Lender shall be recorded deemed to have acquired a participation in the Register, each such Letter of which shall be subject to the requirements Credit as set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect 3.1 of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Amended Credit Agreement.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Tranche 2 Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term C Loan Maturity Date, the Company may by written notice to the Administrative Agent (a “New Commitment Election Notice”) elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and and/or New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice New Commitment Election Notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Tranche 2 Revolving Facility Maturity Date and, in the case of New Term Loans, the Term C Loan Maturity Date. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) (x) subject to clause (y) below, all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, and shall constitute (and be deemed of the same Class with) Term C Loans or any later-maturing Class of Term Loans then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, although (y) the Company may elect instead to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to in the Administrative Agent New Commitment Election Notice to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans C Loans, or Original Euro such later-maturing Class of Term Loans, as the case may be, or any theretofore incurred and then outstanding, and such Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred shall be deemed a new Class of Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be and (z) all such New Revolving Facility Commitments shall constitute (and be deemed of the same Class with) Tranche 2 Revolving Commitments or any later-maturing Class of Extended Maturity Commitments then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.