Common use of Request for Increase Clause in Contracts

Request for Increase. Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $1,500,000,000 (each, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the amount of the Aggregate Commitments shall not exceed $3,000,000,000 at any time, and (iii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to such Commitment Increase. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time, time request an increase in the Aggregate Commitments Revolving Facility or the Term Facility by an aggregate amount (for all such requests) not exceeding $1,500,000,000 25,000,000 (each, a an “Commitment Incremental Increase”, and, together with all such increases, collectively, the (“Commitment Increases”); provided that that: (i) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,0005,000,000 and in increments of $5,000,000 in excess thereof, or if less, the entire remaining unused Incremental Increase amount; (ii) the amount a maximum of the Aggregate Commitments shall not exceed $3,000,000,000 at any time, and three (3) such requests may be made; (iii) except as otherwise specifically set forth herein, all references of the other terms and conditions applicable to each such Incremental Increase shall be identical to the terms and conditions applicable to the Facility so increased and shall be part of, and not a separate facility from, the then existing Revolving Facility or Term Facility, as applicable; (iv) notwithstanding anything in the definitions foregoing clause (iii) or otherwise in this Agreement to the contrary, solely with respect to any requested Incremental Increase in the Term Facility, if the All-In Yield in respect of such Incremental Increase exceeds the All-In Yield for the Term Loans then in effect (in each case, the “Cash Dominion EventExisting Term Loans”) by more than 0.25%, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as then the interest rate margins for the Existing Term Loans shall be increased so that the All-In Yield in respect of the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that Existing Term Loans is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to All-In Yield for such Commitment Incremental Increase. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default then and no Event of Default would arise therefrom (provided that, solely in the case of any increase requested in connection with a Limited Condition Transaction, such condition as of the date of funding such increase shall be that no Event of Default exists or would arise therefrom, but as of the date of the related commitment to fund such increase shall be limited to no Specified Event of Default), upon notice to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Lead Borrower Agent may from time to time, time request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $1,500,000,000 (each150,000,000 in the aggregate, a “Commitment Increase”, and, together with all such increases, collectively, which increase shall be on the (“Commitment Increases”)same terms and conditions as then exist for the Aggregate Commitments; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00025,000,000 (or $10,000,000 with respect to a first-in, last-out tranche) or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above and (ii) up to $20,000,000 of such increase may be used to establish a "first-in, last-out" tranche upon substantially the amount same terms and conditions as the Revolving Credit Facility immediately before giving effect thereto, except for advance rates not to exceed (x) 5% of the Aggregate Commitments shall not exceed $3,000,000,000 at any time, and Value of Eligible Non-Investment Grade Accounts and/or (iiiy) all references in the definitions lesser of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as (a) 10% of the Closing DateValue of Eligible Inventory or (b) 5% of the NOLV Percentage of the Value of Eligible Inventory, refer to $2,500,000,000 shall a separate borrowing base and such other changes as are reasonable and customary for a first-in, last-out facility, in each case as may be deemed agreed in writing solely by the Administrative Agent (such agreement not to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to such Commitment Increase. At the time of sending such noticeunreasonably withheld), the Lead Borrower (Borrowers and the Lenders providing such facility in consultation with the Agent) shall specify the time period within which each Lender is requested an amendment to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)this Agreement.

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Administrative Agent and the Lenders and with the written consent of the Required Lenders (which shall promptly notify the Lendersin their sole and absolute discretion), the Lead Borrower Agent may from time to time, time after the First Amendment Effective Date request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $1,500,000,000 19,000,00020,000,000 (eacheach such increase, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,0005,000,000 in the aggregate or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above, (ii) no more than three (3) such requests shall be made during the amount term of the Aggregate Commitments shall not exceed $3,000,000,000 at any timethis Agreement, and (iii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 such Commitment Increase shall be deemed provided by one or more Lenders (or any of their affiliates) and (iv) such Commitment Increase shall be subject to closing conditions and fees to be automaticallyagreed upon by the Lenders and the Borrower Agent at the time of such request; provided, that, notwithstanding this clause (iiiiv), the terms, conditions, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount interest rate of the Aggregate Commitments, after giving effect to such Commitment IncreaseIncrease shall be on terms consistent with the Loans then outstanding under this Agreement (except as otherwise agreed to by the Required Lenders). At the time of sending such notice, the Lead Borrower Agent (in consultation with the AgentRequired Lenders) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders).

Request for Increase. Provided no Default or Event of Default then exists or would arise therefrom, upon Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time, time request an increase in the Aggregate Facilities (which increase may take the form of (i) in the case of Pagaya US, one or more new tranches of term loans or increases to a then existing tranche of Term Loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of Revolving Commitments (each such increase, a “Revolving Commitment Increase”) and/or one or more new tranches of the Revolving Facility (each such new Revolving Facility, an “Additional Revolving Commitment” and together with any Revolving Commitment Increases, the “Incremental Revolving Increase”; together with any Incremental Term Loans, the “Incremental Facilities”) by an amount (for all such requests) not exceeding $1,500,000,000 (each, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”)Maximum Incremental Facilities Amount; provided that (iA) any such request for an increase Incremental Revolving Increases shall be in a minimum amount of $25,000,000, (ii) 5,000,000 and the aggregate principal amount of the Aggregate Commitments Incremental Revolving Increases shall not exceed $3,000,000,000 25,000,000 at any time, the time of incurrence or issuance thereof and (iiiB) all references any such request for an increase which takes the form of Incremental Term Loans shall be in a minimum amount of $10,000,000 (or, in either case, such lesser amount as may be acceptable to the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as Administrative Agent (acting at the direction of the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that Required Lenders) or as is equal to 1.667 times all remaining availability under the amount of the Aggregate Commitments, after giving effect to such Commitment Increase. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the LendersMaximum Incremental Facilities Amount).

Request for Increase. Provided there exists no Default or Event and there has been no prior voluntary reduction of Default then exists or would arise therefromthe Aggregate Commitments (other than any reduction pursuant to Section 10.13), upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may Company may, from time to time, request effectuate an increase in the Aggregate Commitments by adding to this Agreement one or more Persons acceptable to the Company and subject to the approval of the Administrative Agent, the L/C Issuer, the Swing Line Lender and the New Vehicle Swing Line Lender (which approvals shall not be unreasonably withheld), who shall, upon completion of the requirements of this Section 2.16, constitute a “Lender” or “Lenders” hereunder (each an “Added Lender”), or by allowing one or more Lenders in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Lender”) in an amount (for all such requestsincreases) not exceeding $1,500,000,000 (each, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”)550,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, and (ii) the amount of the Aggregate Commitments no such increase shall not exceed $3,000,000,000 at result in any time, and (iii) all references increase in the definitions Letter of “Cash Dominion Event”Credit Sublimit, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of Swing Line Sublimit or the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to such Commitment IncreaseNew Vehicle Swing Line Sublimit. At the time of sending such notice, the Lead Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Added Lender and Increasing Lender is requested to respond (which shall in no event be less than ten five Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Administrative Agent and the Lenders and with the written consent of the Required Lenders (which shall promptly notify the Lendersin their sole and absolute discretion), the Lead Borrower Agent may from time to time, time request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $1,500,000,000 19,000,000 (eacheach such increase, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,0005,000,000 in the aggregate or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above, (ii) no more than three (3) such requests shall be made during the amount term of the Aggregate Commitments shall not exceed $3,000,000,000 at any timethis Agreement, and (iii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 such Commitment Increase shall be deemed provided by one or more Lenders (or any of their affiliates) and (iv) such Commitment Increase shall be subject to closing conditions and fees to be automaticallyagreed upon by the Lenders and the Borrower Agent at the time of such request; provided, that, notwithstanding this clause (iii), the terms, conditions, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount interest rate of the Aggregate Commitments, after giving effect to such Commitment IncreaseIncrease shall be on terms consistent with the Loans then outstanding under this Agreement. At the time of sending such notice, the Lead Borrower Agent (in consultation with the AgentRequired Lenders) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders).

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Agent (which shall promptly notify the Term Lenders)) and without requiring the consent of any of the Lenders other than as specifically set forth in this Section, the Lead Borrower Company may from time to time, request an increase in the Aggregate Term Loans, in the form of either (i) an increase in the Term Commitments then in effect under this Agreement or (ii) the addition of one or more term loan facilities pursuant to which the Borrowers may borrow a new tranche of term loans (“Add-On Term Loans”), by an aggregate amount (for all such requests) not exceeding $1,500,000,000 (each, a “Commitment Increase”, and, together with all increases in the Revolving Credit Facility pursuant to Section 2.20(a)) not to exceed the Incremental Amount by (A) increasing the respective Term Commitments of, or providing for Add-On Term Loans to be made by, one or more existing Term Lenders that have agreed to such increasesincrease or to make such Add-On Term Loans, collectivelyas the case may be, and/or (B) adding one or more Eligible Assignees as Term Lenders hereunder pursuant to (1) in the case of an increase in accordance with clause (“Commitment Increases”)a)(i) above, an amendment to this Agreement as contemplated by clause (b)(i) below, or (2) in the case of the addition of Add-On Term Loans in accordance with clause (a)(ii) above, an Add-On Term Joinder Agreement as contemplated by clause (b)(ii) below; provided that (iA) any such request for an increase shall be in a minimum amount of $25,000,00050,000,000 (or, (ii) if less, the amount representing all remaining availability under this sentence) and whole multiples of $10,000,000 in excess thereof and (B) any such additional Term Lender shall be subject to the approval of the Aggregate Commitments Agent (which approval shall not exceed $3,000,000,000 at any time, and (iii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to such Commitment Increase. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lendersunreasonably withheld or delayed).

Request for Increase. Provided that no Default or Event of Default then exists shall have occurred and be continuing at such time or would arise result therefrom, upon written notice (the “Increase Notice”) to the Administrative Agent (which shall promptly notify the LendersLenders and provide the Lenders with access to a copy of the Increase Notice), the Lead Borrower may from time to Borrowers may, at any time, request up to four (4) increases in the Revolving Loan Commitment in an amount not less than $25,000,000 per increase and not more than the sum of (x) $400,000,000 and (y) if the amount in the foregoing clause (x) has been fully utilized, the amount by which the Borrowing Base at the time of any such increase exceeds the amount of the Revolving Loan Commitment (after giving effect to any increase utilizing the foregoing clause (x) at such time), in the aggregate and, together NAI-1536628076v4 with such Revolving Loan Commitment increase, the Borrowers may also request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $1,500,000,000 (eachLetter of Credit Commitment; provided, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the amount of the Aggregate Commitments shall not exceed $3,000,000,000 at any time, and (iii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to any such Commitment Increase. At the time of sending such noticeincrease, the Lead Borrower Letter of Credit Commitment does not exceed 12.5% of the Revolving Loan Commitment (after giving effect to any Revolving Loan Commitment increase). The Borrowers (in consultation with the Administrative Agent) shall specify in the Increase Notice (A) the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date on which the Increase Notice was provided to such Lenders by the Administrative Agent); (B) the amount of delivery the requested increase in the Revolving Loan Commitment and the Letter of Credit Commitment; and (C) the date on which such notice increase is requested to the Lenders)become effective.

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Agent (which shall promptly notify the Lenders)Administrative Agent, the Lead Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding an additional $1,500,000,000 (each, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”)200,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, 25,000,000 and (ii) the Borrower may make a maximum of five (5) such requests. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), the Borrower may solicit commitments to the increase from existing Lenders and/or additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and each of the Lenders of the aggregate amount of such increase and the Increase Effective Date. Notwithstanding the above, (i) no increase in the Aggregate Commitments shall not exceed $3,000,000,000 at any time, increase the Letter of Credit Sublimit or the Swing Line Sublimit and (iiiii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 no existing Lender shall be deemed obligated to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to participate in such Commitment Increase. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)increase.

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may Company may, from time to time, request an increase by notice to the Administrative Agent (x) one or more increases in the Aggregate Revolving Credit Commitments by an amount (for all such requests) not exceeding $1,500,000,000 (each, a “Commitment Revolving Credit Increase”) or (y) one or more term loan tranches to be made available to the Company (each, and, together with all such increasesan “Incremental Term Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to as the (“Commitment Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $400,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000, 50,000,000 (ii) or a lesser amount in the event such amount of the Aggregate Commitments shall not exceed $3,000,000,000 at any time, and represents all remaining availability under this Section); (iii) all references in each Incremental Term Loan shall have an Applicable Rate or pricing grid, maturity date, mandatory prepayments and an amortization schedule as determined by the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” Lenders providing such Incremental Term Loans and “Weekly Borrowing Base Delivery Event”, which, the Company; (iv) each Revolving Credit Increase shall have the same terms (other than as of to fees payable at the closing thereof) and be pursuant to the same documentation as the Revolving Credit Loans provided hereunder on the Closing Date; (v) except as provided in clause (iii) above, refer with respect to $2,500,000,000 shall any Incremental Term Loan, this Agreement and the other Loan Documents may be deemed amended, in form and substance reasonably satisfactory to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to such Commitment Increase. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).the

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, except as provided in clause (e) below, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time, including in connection with the [Second]Third Amendment Effective Date (it being understood that any such request for an increase to be made in connection with the [Second Amendment]Term B-2 Facility and all notices and allocations required to be made pursuant to this Section 2.13 with respect to the Term B-2 Facility shall be deemed to have been made and such increase shall be effective on the [date that is four (4) Business Days after the Second]Third Amendment Effective Date), request an increase in the Aggregate Commitments (which increase may take the form of new revolving loan tranches or term loan tranches) by an amount (for all such requests) not exceeding exceeding, in the aggregate, ([x)]i) €1,000,000,000 on the [date that is four (4) Business Days after the Second]Third Amendment Effective Date[, $1,500,000,000 500,000,000 and (eachy] plus (ii) thereafter, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”)[$500,000,000]the Maximum Incremental Facilities Amount; provided that (i[i]x) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the amount of the Aggregate Commitments shall not exceed $3,000,000,000 at any time100,000,000, and (iii[ii]y) all references no Lender shall be required to participate in an increase in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, applicable Commitments after giving effect to such Commitment Increaserequest. At the time of sending such notice, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Appropriate Lenders).

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time, request an increase in (I) the Aggregate Revolving Credit Commitments of the Revolving Lenders, (II) the Outstanding Amount of the Term Loan, or (III) both the Aggregate Commitments of the Revolving Lenders and the Outstanding Amount of the Term Loan by an aggregate amount (for all such requests) not exceeding $1,500,000,000 (each, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”)125,000,000; provided that (i) there shall have been no prior voluntary reduction of the Aggregate Commitments under this Agreement (ii) any such request for an increase shall be in a minimum amount of $25,000,000, (iiiii) the interest rate applicable to any incremental amount of the Aggregate Commitments Term Loan shall not exceed $3,000,000,000 at any time, and (iii) all references in be more than .50% greater than the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of interest rate then applicable to the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, Term Loan unless the Applicable Margin for the Term Loan is increased to provide for the dollar amount that is equal to 1.667 times same rate; (iv) the maturity of any incremental amount of the Aggregate Commitments, after giving effect Term Loan shall be the same as applicable to such Commitment Increasethe Term Loan; and (v) no incremental amount of the Term Loan shall be offered with original issue discount or offered with fees higher than those paid to the existing Term Loan Lenders. At the time of sending such notice, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender or Term Loan Lender, as applicable, is requested to respond to such increase (which shall in no event be less than ten Business Days from the date of delivery of such notice to the such Lenders).

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromPotential Default, upon notice and subject to compliance with the Agent (which shall promptly notify the Lenders)terms of this Section 2.15, the Lead Borrower Borrowers may from time increase the Maximum Commitment to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $1,500,000,000 (each, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”); provided that 100,000,000 (i) any on a permanent basis or (ii) on a temporary basis (a “Temporary Increase”). Any such request for an increase shall may be done in one or more requested increases each in a minimum amount of $25,000,00010,000,000 and in $2,500,000 increments thereof, (ii) or such lesser amount to which the amount consent of the Aggregate Commitments Administrative Bank has been obtained (each such increase, shall not exceed $3,000,000,000 at be referred to herein as a “Facility Increase”); provided that no more than three (3) increases to the Maximum Commitment, in the aggregate, may be requested prior to the Stated Maturity Date. For the avoidance of doubt, any timeFacility Increase will be on the same terms as contained herein with respect to the Credit Facility (it being understood that the Facility Increase Fee payable in connection with a Temporary Increase will only be calculated with respect to the term of such Temporary Increase, rather than the remaining term of the Credit Facility); provided that in the case of any Temporary Increase, the stated maturity date shall be determined by the Borrower and the Lenders providing such increase, and (iii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 any such stated maturity date for a Temporary Increase shall be deemed to be automatically, and without further action by any party, increased occur on or prior to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to such Commitment Increase. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)Stated Maturity Date.

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time, request an increase in of the Aggregate Commitments Facility (for the avoidance of doubt, on the same terms and pricing) by an amount (for all such requests) not exceeding $1,500,000,000 (each, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”)10,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,0002,000,000, (ii) the amount Borrower may make a maximum of the Aggregate Commitments shall not exceed $3,000,000,000 at any time, two such requests and (iii) all references in the definitions terms of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as Revolving Credit Loans made pursuant to such increase of the Closing Date, refer to $2,500,000,000 Facility shall be deemed identical to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount those of the Aggregate Commitments, after giving effect to such Commitment IncreaseRevolving Credit Loans. At the time of sending such notice, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). For the avoidance of doubt, the interest rate margin for the Incremental Facility shall not be greater than the interest rate margin payable with respect to Revolving Credit Loans (and the interest rate margin applicable to Revolving Credit Loans shall be increased to the extent necessary to achieve the foregoing) and solely for purposes of this sentence, the interest rate margin applicable to any Revolving Credit Loans or Incremental Facility shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Revolving Credit Loans (including the upfront fees paid on the Closing Date) or such Incremental Facility based on an assumed three-year life to maturity.

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon upon(a) notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may may, from time to time, request an increase in the Aggregate Revolving Commitments and/or the 69 Existing Term Loan, or the funding of one or more tranches of additional term loans hereunder (the “Additional Term Loans”) by an amount (for all such requests) not exceeding $1,500,000,000 500,000,000 (each, to a maximum amount of Aggregate Revolving Commitments plus the Existing Term Loan plus all Additional Term Loans equal to $1,750,000,000 (the “Commitment IncreaseTotal Facility Amount”, and, together with all such increases, collectively, the (“Commitment Increases”)); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000 and in whole increments of $5,000,000 in excess thereof; provided, further, at Borrower’s option, Borrower may request that any such requested increase or funding be effected through the addition of one or more term loan commitments with respect to one or more tranches of additional term loans (iithe “Additional Term Commitments”) (and, in such event, all references in this Section 2.19 to any increase or funding, as and to the amount of the Aggregate Commitments shall not exceed $3,000,000,000 extent applicable at any time, and (iii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed and construed to be automatically, mean and without further action by refer to any party, increased to the dollar amount that is equal to 1.667 times such term loan commitmentAdditional Term Commitment in the amount of such increase or funding, mutatis mutandis), subject further, however, (1) to the Aggregate Commitmentscontinued applicability of the terms and provisions of this Section 2.19 and (2) in addition to the items specified in Section 2.19(e), after giving the prior execution and delivery by the Credit Parties of such other and further agreements, amendments, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitmentAdditional Term Commitment in the amount of such increase (it being understood and agreed that, without limiting the generality of this clause (2), any Additional Term Commitments shall be effected pursuant to such Commitment Increaseone or more New Term Loan Amendments executed and delivered by the Credit Parties, the Administrative Agent, and the applicable Term Lenders). At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Existing Term Loan or any notice of such requested funding of an Additional Term Loan, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).. The terms and provisions of any Additional Term Commitments and any Additional Term Loans, including the pricing, maturity, fees payable, and other terms thereof, shall be as agreed by the Administrative Agent, the applicable Term Lenders, and the Borrower and set forth in the applicable New Term Loan Amendment; provided that, without the prior written consent of all other Lenders, no Additional Term Loan shall (A) have a maturity date that is earlier than the maturity date of any existing Term Loan or the Revolving Maturity Date, (B) require scheduled amortization of such Additional Term Loan prior to the maturity date of any existing Term Loans or the Revolving Maturity Date, but such Additional Term Loan may permit voluntary prepayment (subject to sub-clause (C) hereof), and (C) rank higher than pari passu in right of payment and with respect to security with all Revolving Loans and any existing Term Loans or have different borrower or guarantors as the Borrower and Guarantors with respect to all Revolving Loans and existing Term Loans. Except as set forth in the immediately prior sentence with respect to the maturity date of any Additional Term Loans made pursuant to this Section 2.19, no Lender that is not a Term Lender with respect to such tranche of Additional Term Loans shall have any consent rights with respect to the terms of such Additional Term Loans set forth in such New Term Loan Amendment so long as such terms are in accordance with the provisions of this Agreement. Each New Term Loan Amendment may, without the consent of any other Lenders, but subject to Sections 11.4(a), (b) and (c), effect such amendments to this Agreement and the other Loan Documents as are consistent with this Section 2.19 and may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.19 with respect thereto. Lender Elections to Increase. Each Lender may decline or elect to participate in(b) such requested increase in the Aggregate Revolving Commitments and/or Existing Term Loan or such requested funding of an Additional Term Loan, in each case in its sole discretion, and each Lender shall notify the Administrative Agent within such time period whether or not it agrees to 70 increase its Revolving Commitment and/or Existing Term Loan and/or participate in the funding of an Additional Term Loan and, if so, whether by an amount equal to, greater than, or less than its Revolving Commitment Percentage ofor pro rata share of the Existing Term Loan, as applicable, of such requested increase or funding (based on such Lender’s Revolving Commitments and the Aggregate Revolving Commitments or pro rata share and outstanding amount of the Existing Term Loan, as applicable, in effect immediately prior to the effectiveness of any such increase or funding). Any Lender not responding within such time period shall be deemed to have declined to (x) increase its Revolving Commitment and/or Existing Term Loan and (y) participate in the funding of an Additional Term Loan. Notification by Administrative Agent; Additional Lenders. The Administrative(c) Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request for increase or funding made hereunderunder this Section 2.19. To achieve the full amount (or any lesser amount acceptable to the Borrower and the Administrative Agent) of a requested increase or funding (in the event that the aggregate amount of increases in individual Revolving Commitments and/or Existing Term Loan or funding of an Additional Term Loan by then-existing Lenders is less than the aggregate amount of the requested increase or funding) and subject to the approval of the Borrower, Administrative Agent, the Issuing Bank and the Swingline Lender (which approvals shall not be unreasonably withheld), the Borrower, the Administrative Agent or the Lead Arrangers (or any of the them) may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement and/or commitment agreements in form and substance reasonably satisfactory as to its inclusion of such Eligible Assignees to the Administrative Agent and its counsel. To the extent that the joinder or commitment agreements described above provide for an applicable margin of, and/or commitment or facility fee for, additional Revolving Commitments and/or Existing Term Loan greater than the Applicable Margin and/or Facility Fee with respect to the existing Revolving Commitments and/or Existing Term Loan at such time, the Applicable Margin and/or the Facility Fee (as applicable) for the existing Revolving Commitments and/or Existing Term Loan shall be increased automatically (without the consent of the Required Lenders) such that the Applicable Margin and/or the Facility Fee (as applicable) for such existing Revolving Commitments and/or Existing Term Loan is not less than the applicable margin and/or the commitment fee or facility fee (as applicable) for such additional Revolving Commitments and/or Existing Term Loan. For the avoidance of doubt, the joinder or commitment agreements described above with respect to an Additional Term Loan may have applicable margins, commitment or facility fees, and other terms that are different than those of the Revolving Commitments and/or Existing Term Loan without requiring any modification of such terms. Effective Date and Allocations. If the Aggregate Revolving Commitments(d) and/or Existing Term Loan are increased, or an Additional Term Loan is funded, in any case in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase or funding. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase or funding and the Increase Effective Date. Conditions to Effectiveness of Increase. As a condition precedent to each such(e) increase in the Aggregate Revolving Commitments and/or Existing Term Loan, or such funding of an Additional Term Loan, the Borrower shall deliver to the Administrative Agent (x) a certificate of each Credit Party dated as of the Increase Effective Date signed by an Authorized Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase or funding, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase or funding, (A) the representations 71

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may may, from time to time, request an increase in the Aggregate Revolving Commitments by an amount (for all such requests) not exceeding $1,500,000,000 350,000,000 (each, to a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”maximum amount of Aggregate Revolving Commitments equal to $1,100,000,000); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000 and in whole increments of $5,000,000 in excess thereof; provided further, (ii) however, at Borrower’s option, Borrower may request that any such requested increase in the amount of the Aggregate Revolving Commitments shall not exceed $3,000,000,000 be effected through the addition of one or more term loan commitments (and, in such event, all references in this Section 2.19 to any increase in the Aggregate Revolving Commitments (or any Revolving Commitment), as and to the extent applicable at any time, and (iii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed and construed to be automatically, mean and without further action by refer to any party, increased to the dollar amount that is equal to 1.667 times such term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the Aggregate Commitmentscontinued applicability of the terms and provisions of this Section 2.19 and (2) in addition to the items specified in Section 2.19(e), after giving the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect to any such Commitment Increaseterm loan commitment in the amount of such increase. At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon upon(a) notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may may, from time to time, request an increase in the Aggregate Revolving Commitments and/or the 69 Existing Term Loan, or the funding of one or more tranches of additional term loans hereunder (the “Additional Term Loans”) by an amount (for all such requests) not exceeding $1,500,000,000 500,000,000 (each, to a maximum amount of Aggregate Revolving Commitments plus the Existing Term Loan plus all Additional Term Loans equal to $1,750,000,000 (the “Commitment IncreaseTotal Facility Amount”, and, together with all such increases, collectively, the (“Commitment Increases”)); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000 and in whole increments of $5,000,000 in excess thereof; provided, further, at Borrower’s option, Borrower may request that any such requested increase or funding be effected through the addition of one or more term loan commitments with respect to one or more tranches of additional term loans (iithe “Additional Term Commitments”) (and, in such event, all references in this Section 2.19 to any increase or funding, as and to the amount of the Aggregate Commitments shall not exceed $3,000,000,000 extent applicable at any time, and (iii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed and construed to be automatically, mean and without further action by refer to any party, increased to the dollar amount that is equal to 1.667 times such term loan commitmentAdditional Term Commitment in the amount of such increase or funding, mutatis mutandis), subject further, however, (1) to the Aggregate Commitmentscontinued applicability of the terms and provisions of this Section 2.19 and (2) in addition to the items specified in Section 2.19(e), after giving the prior execution and delivery by the Credit Parties of such other and further agreements, amendments, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitmentAdditional Term Commitment in the amount of such increase (it being understood and agreed that, without limiting the generality of this clause (2), any Additional Term Commitments shall be effected pursuant to such Commitment Increaseone or more New Term Loan Amendments executed and delivered by the Credit Parties, the Administrative Agent, and the applicable Term Lenders). At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Existing Term Loan or any notice of such requested funding of an Additional Term Loan, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).. The terms and provisions of any Additional Term Commitments and any Additional Term Loans, including the pricing, maturity, fees payable, and other terms thereof, shall be as agreed by the Administrative Agent, the applicable Term Lenders, and the Borrower and set forth in the applicable New Term Loan Amendment; provided that, without the prior written consent of all other Lenders, no Additional Term Loan shall (A) have a maturity date that is earlier than the maturity date of any existing Term Loan or the Revolving Maturity Date, (B) require scheduled amortization of such Additional Term Loan prior to the maturity date of any existing Term Loans or the Revolving Maturity Date, but such Additional Term Loan may permit voluntary prepayment (subject to sub-clause (C) hereof), and (C) rank higher than pari passu in right of payment and with respect to security with all Revolving Loans and any existing Term Loans or have different borrower or guarantors as the Borrower and Guarantors with respect to all Revolving Loans and existing Term Loans. Except as set forth in the immediately prior sentence with respect to the maturity date of any Additional Term Loans made pursuant to this Section 2.19, no Lender that is not a Term Lender with respect to such tranche of Additional Term Loans shall have any consent rights with respect to the terms of such Additional Term Loans set forth in such New Term Loan Amendment so long as such terms are in accordance with the provisions of this Agreement. Each New Term Loan Amendment may, without the consent of any other Lenders, but subject to Sections 11.4(a), (b) and (c), effect such amendments to this Agreement and the other Loan Documents as are consistent with this Section 2.19 and may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.19 with respect thereto. Lender Elections to Increase. Each Lender may decline or elect to participate in(b) such requested increase in the Aggregate Revolving Commitments and/or Existing Term Loan or such requested funding of an Additional Term Loan, in each case in its sole discretion, and each Lender shall notify the Administrative Agent within such time period whether or not it agrees to 70

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time, request an time prior to the date that is 30 days prior to the Maturity Date increase in the Aggregate aggregate Commitments hereunder by an amount (for all such requests) not exceeding $1,500,000,000 50,000,000 by adding to this Agreement one or more other Eligible Assignees (eachwhich may include any existing Lender, with the consent of such Lender in its sole discretion) (each such Person, a “Commitment IncreaseSupplemental Lender”, and, together ) with all such increases, collectively, the approval of (“Commitment Increases”x) the Administrative Agent (which approval shall not be unreasonably withheld or delayed); provided that no consent of the Administrative Agent will be required in the case of any such Eligible Assignee that is a Lender or an Affiliate of a Lender and (y) the Fronting Bank, provided that (i) any each Supplemental Lender shall have entered into an agreement pursuant to which such request for Supplemental Lender shall undertake a Commitment (or, if such Supplemental Lender is an increase existing Lender, pursuant to which its Commitment shall be in a minimum amount of $25,000,000increased), (ii) the such Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of the Aggregate Commitments shall not exceed at least $3,000,000,000 at any time5,000,000, and (iii) such Commitment (together with the increased Commitment(s) of all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 other Supplemental Lenders being provided at such time) shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the in an aggregate amount of the Aggregate Commitmentsat least $5,000,000. No Lender shall be required, after giving effect or otherwise obligated, to provide any such Commitment Increase. At the time of sending such notice, the Lead Borrower (requested increase in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall Commitments except in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)its sole and absolute discretion.

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Agent (which shall promptly notify the Lenders)Administrative Agent, the Lead Borrower may from time to time, request an increase in the Aggregate Commitments Term Facility by an amount (for all such requestsrequests after November 7, 2012) not exceeding $1,500,000,000 150,000,000 (eachless the amount of an increase in the Revolving Credit Facility pursuant to Section 2.15) plus an additional amount if, a “Commitment Increase”after giving pro forma effect to the incurrence of such additional amount, and, together with the Consolidated Senior Secured Leverage Ratio is equal to or less than 2.75:1.00 (and assuming all such increasesadditional amounts were secured, collectively, the (“Commitment Increases”whether or not so secured and calculated as if any incremental Revolving Credit Facility being initially provided on any date of determination were fully drawn on such date); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000, (ii) the Borrower may make a maximum of five (less the amount of any requests to increase the Aggregate Commitments shall not exceed $3,000,000,000 at any timeRevolving Credit Facility pursuant to Section 2.15) such requests after November 7, 2012, and (iii) all references any new Term Loans may be part of the same or a different tranche of Term Loans and shall be on the same terms as the existing Term Loans except that such new Term Loans may have: (a) pricing that is greater than the pricing for the existing Term Loans by not more than 0.50% per annum (with any determination thereof taking into consideration any increase in the definitions of “Cash Dominion Event”Eurodollar Rate floor or original issue discount or upfront or similar fees, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as with each of the Closing Dateforegoing being equated to such pricing in a manner determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year life to maturity, refer but not taking into consideration customary arrangement, structuring, underwriting, commitment or similar fees) unless the Borrower elects to $2,500,000,000 shall be deemed increase the pricing for the existing Term Loans to be automaticallythe extent necessary so that the pricing for the new Term Loans is not more than 0.50% per annum higher than the pricing for the existing Term Loans, (b) pricing that is lower than the pricing for the existing Term Loans (with any determination thereof taking into consideration any decrease in the Eurodollar Rate floor or original issue discount or upfront or similar fees, with each of the foregoing being equated to such pricing in a manner determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year life to maturity, but not taking into consideration customary arrangement, structuring, underwriting, commitment or similar fees), and without further action by any party, increased to (c) later maturities or less amortization than the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to such Commitment Increase. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)existing Term Loans.

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromPotential Default, upon notice and subject to compliance with the Agent (which shall promptly notify the Lenders)terms of this Section 2.15, the Lead Borrower Borrowers may from time increase the Maximum Commitment (excluding any Uncommitted Increase Commitments pursuant to time, request an increase in the Aggregate Commitments by Section 2.16) to an amount (for all such requests) not exceeding $1,500,000,000 (each, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”); provided that 100,000,000 (i) any on a permanent basis or (ii) on a temporary basis (a “Temporary Increase”). Any such request for an increase shall may be done in one or more requested increases each in a minimum amount of $25,000,00010,000,000 and in $2,500,000 increments thereof, (ii) or such lesser amount to which the amount consent of the Aggregate Commitments Administrative Bank has been obtained (each such increase, shall not exceed $3,000,000,000 at be referred to herein as a “Facility Increase”); provided that no more than three (3) increases to the Maximum Commitment, in the aggregate, may be requested from and after the Second Amendment Effective Date and prior to the Stated Maturity Date. For the avoidance of doubt, any timeFacility Increase will be on the same terms as contained herein with respect to the Credit Facility (it being understood that the Facility Increase Fee payable in connection with a Temporary Increase will only be calculated with respect to the term of such Temporary Increase, rather than the remaining term of the Credit Facility); provided that in the case of any Temporary Increase, the stated maturity date shall be determined by the Borrower and the Lenders providing such increase, and (iii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 any such stated maturity date for a Temporary Increase shall be deemed to be automatically, and without further action by any party, increased occur on or prior to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to such Commitment Increase. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)Stated Maturity Date.

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may may, from time to time, request an increase in the Aggregate Revolving Commitments and/or the Existing Term Loan, or the funding of one or more tranches of additional term loans hereunder (the “Additional Term Loans”) by an amount (for all such requests) not exceeding $1,500,000,000 500,000,000 (each, to a maximum amount of Aggregate Revolving Commitments plus the Existing Term Loan plus all Additional Term Loans equal to $1,900,000,000 (the “Commitment IncreaseTotal Facility Amount”, and, together with all such increases, collectively, the (“Commitment Increases”)); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000 and in whole increments of $5,000,000 in excess thereof; provided, further, at Borrower’s option, Borrower may request that any such requested increase or funding be effected through the addition of one or more term loan commitments with respect to one or more tranches of additional term loans (iithe “Additional Term Commitments”) (and, in such event, all references in this Section 2.19 to any increase or funding, as and to the amount of the Aggregate Commitments shall not exceed $3,000,000,000 extent applicable at any time, and (iii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed and construed to be automatically, mean and without further action by refer to any party, increased to the dollar amount that is equal to 1.667 times such Additional Term Commitment in the amount of such increase or funding, mutatis mutandis), subject further, however, (1) to the Aggregate Commitmentscontinued applicability of the terms and provisions of this Section 2.19 and (2) in addition to the items specified in Section 2.19(e), after giving the prior execution and delivery by the Credit Parties of such other and further agreements, amendments, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such Additional Term Commitment in the amount of such increase (it being understood and agreed that, without limiting the generality of this clause (2), any Additional Term Commitments shall be effected pursuant to such Commitment Increaseone or more New Term Loan Amendments executed and delivered by the Credit Parties, the Administrative Agent, and the applicable Term Lenders). At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Existing Term Loan or any notice of such requested funding of an Additional Term Loan, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). The terms and provisions of any Additional Term Commitments and any Additional Term Loans, including the pricing, maturity, fees payable, and other terms thereof, shall be as agreed by the Administrative Agent, the applicable Term Lenders, and the Borrower and set forth in the applicable New Term Loan Amendment; provided that, without the prior written consent of all other Lenders, no Additional Term Loan shall (A) have a maturity date that is earlier than the maturity date of any existing Term Loan or the Revolving Maturity Date, (B) require scheduled amortization of such Additional Term Loan prior to the maturity date of any existing Term Loans or the Revolving Maturity Date, but such Additional Term Loan may permit voluntary prepayment (subject to sub-clause (C) hereof), and (C) rank higher than pari passu in right of payment and with respect to security with all Revolving Loans and any existing Term Loans or have different borrower or guarantors as the Borrower and Guarantors with respect to all Revolving Loans and existing Term Loans. Except as set forth in the immediately prior sentence with respect to the maturity date of any Additional Term Loans made pursuant to this Section 2.19, no Lender that is not a Term Lender with respect to such tranche of Additional Term Loans shall have any consent rights with respect to the terms of such Additional Term Loans set forth in such New Term Loan Amendment so long as such terms are in accordance with the provisions of this Agreement. Each New Term Loan Amendment may, without the consent of any other Lenders, but subject to Sections 11.4(a), (b) and (c), effect such amendments to this Agreement and the other Credit Documents as are consistent with this Section 2.19 and may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.19 with respect thereto.

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time, time request (i) an increase in the Aggregate Commitments (each, a “Revolver Increase”) by an aggregate amount (for all such requests) not exceeding $1,500,000,000 (each, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”)200,000,000; provided that (iA) any such request for an increase such Revolver Increase shall be in a minimum amount of $25,000,00025,000,000 and increments of $5,000,000 in excess thereof and (B) the Borrower may make a maximum of six (6) such requests, (ii) a one-time addition of new term loan commitments (which may be delayed draw commitments) (the “Incremental Term Facility”, and together with the Revolver Increase, each an “Increase”) in an aggregate amount not exceeding $375,000,000; provided that (A) such request for such Incremental Term Facility shall be in a minimum amount of $50,000,000 and increments of $5,000,000 in excess thereof and (B) the Aggregate Commitments proceeds of such Incremental Term Facility, together with other cash available to the Borrower, shall not exceed $3,000,000,000 at any timebe used solely to refinance all obligations owing under the Senior Notes and Senior Notes Documents, and or (iii) all references in the definitions a combination of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” Increases permitted under clauses (a)(i) and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to such Commitment Increase(a)(ii) above. At the time of sending such notice, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders, unless otherwise agreed by the Administrative Agent).

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may may, from time to time, request an increase in the Aggregate Revolving Commitments and/or the Term Loan by an amount (for all such requests) not exceeding $1,500,000,000 500,000,000 (each, to a “Commitment Increase”, and, together with all such increases, collectively, maximum amount of Aggregate Revolving Commitments plus the (“Commitment Increases”Term Loan equal to $1,600,000,000); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000 and in whole increments of $5,000,000 in excess thereof; provided further, however, at Borrower’s option, Borrower may request that any such requested increase be effected through the addition of one or more term loan commitments (ii) and, in such event, all references in this Section 2.19 to any increase, as and to the amount of the Aggregate Commitments shall not exceed $3,000,000,000 extent applicable at any time, and (iii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed and construed to be automatically, mean and without further action by refer to any party, increased to the dollar amount that is equal to 1.667 times such term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the Aggregate Commitmentscontinued applicability of the terms and provisions of this Section 2.19 and (2) in addition to the items specified in Section 2.19(e), after giving the prior execution and delivery by the Credit Parties of such other and further agreements, amendments, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect to any such Commitment Increaseterm loan commitment in the amount of such increase. At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Term Loan, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time, time request an increase in the Aggregate Commitments Revolving Facility or the Term Facility (each, an “Incremental Increase”) by an aggregate amount (for all such requests) not exceeding $1,500,000,000 25,000,000 (each, a an “Commitment Increase”, and, together with all such increases, collectively, Incremental Increase”20,000,000 (the (“Commitment IncreasesIncremental Availability”); provided that that: (i) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,0005,000,000 and in increments of $5,000,000 in excess thereof, or if less, the entire remaining unused Incremental Increase amount; (ii) the amount a maximum of the Aggregate Commitments shall not exceed $3,000,000,000 at any time, and three (3) such requests may be made; and (iii) except as otherwise specifically set forth herein, all references of the other terms and conditions applicable to each such Incremental Increase shall be identical to the terms and conditions applicable to the Facility so increased and shall be part of, and not a separate facility from, the then existing Revolving Facility or Term Facility, as applicable;(iv) notwithstanding anything in the definitions foregoing clause (iii) or otherwise in this Agreement to the contrary, solely with respect to any requested Incremental Increase in the Term Facility, if the All-In Yield in respect of such Incremental Increase exceeds the All-In Yield for the Term Loans then in effect (in each case, the “Cash Dominion EventExisting Term Loans”) by more than 0.25%, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as then the interest rate margins for the Existing Term Loans shall be increased so that the All-In Yield in respect of the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that Existing Term Loans is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to All-In Yield for such Commitment Incremental Increase. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided So long as there exists no Default or Event of Default then exists or would arise therefrom, and upon written notice to the Agent (which shall promptly notify the Lenders), the Lead Borrower Agent may from time to time, request an increase in the Aggregate Commitments Revolving Credit Facility by an amount (for all such requests) not exceeding $1,500,000,000 (each150,000,000; provided, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00025,000,000 and increments of $25,000,000 in excess thereof; and provided, further, that: (a) in connection with any such increase in the Revolving Credit Facility to $275,000,000, so long as the full amount (i.e. the greater of 10% of the Borrowing Base or $20,000,000) of the Availability Block has been implemented either in accordance with the scheduled term therefor or earlier by express written agreement of the Borrower Agent, then Bank of America as Lender shall increase its Revolver Commitment by $25,000,000 (without regard to the provisions of Sections 2.2.2, 2.2.3 and 2.2.4) on the date set forth in such notice so long as the Borrower Agent has delivered to the Agent the certificate(s) required by Section 2.2.5; and (b) (i) the aggregate amount of the Revolving Credit Facility shall not be increased in excess of $275,000,000 unless Bank of America’s Revolver Commitment has been reduced to no greater than $75,000,000, and (ii) the aggregate amount of the Aggregate Commitments Revolving Credit Facility shall not exceed be increased in excess of $3,000,000,000 at any time, and (iii) all references 300,000,000 unless Bank of America’s Revolver Commitment has been reduced to no greater than $50,000,000; provided that in no event shall the definitions Revolving Credit Facility be increased in excess of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to such Commitment Increase400,000,000. At the time of sending such notice, the Lead Borrower Agent (in consultation with the Agent) shall specify the time period within date by which each Lender is requested to respond or, in the case of an increase in the Revolving Credit Facility to $275,000,000 pursuant to clause (a) above, the date upon which such increase is to become effective (which date shall in no event be less than ten Business Days from the date of delivery of such notice to the LendersAgent). Nothing in this Section 2.2 shall be deemed to impair or otherwise affect any Lender’s rights under Section 13; provided that, notwithstanding anything in this Agreement to the contrary, it is hereby agreed that Bank of America shall not be permitted to assign all of its Loans hereunder prior to an increase in the Revolving Credit Facility pursuant to Section 2.2.1(a) above unless an assignee of Bank of America has agreed, pursuant to documentation reasonably acceptable to Borrowers, to be bound by Section 2.2.1(a) to the same extent as Bank of America.

Request for Increase. Provided So long as there exists no Default or Event of Default then exists or would arise therefrom, and upon written notice to the Agent (which shall promptly notify the Lenders), the Lead Borrower Agent may from time to time, request an increase in the Aggregate Commitments Revolving Credit Facility by an amount (for all such requests) not exceeding $1,500,000,000 (each150,000,000; provided, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00025,000,000 and increments of $25,000,000 in excess thereof; and provided, further, that: (a) in connection with any such increase in the Revolving Credit Facility to $275,000,000, so long as the advance rate for Eligible Major Accounts has been reduced to 85%, the advance rate for Eligible Petroleum Product has been reduced to 80%, and the full amount (i.e. the greater of 10% of the Borrowing Base or $20,000,000) of the Availability Block has been implemented, in each case, either in accordance with the scheduled term therefor or earlier by express written agreement of the Borrower Agent, then Bank of America as Lender shall increase its Revolver Commitment by $25,000,000 (without regard to the provisions of Sections 2.2.2, 2.2.3, and 2.2.4) on the date set forth in such notice so long as the Borrower Agent has delivered to the Agent the certificate(s) required by Section 2.2.5; and (b) (i) the aggregate amount of the Revolving Credit Facility shall not be increased in excess of $275,000,000 unless Bank of America’s Revolver Commitment has been reduced to no greater than $75,000,000, and (ii) the aggregate amount of the Aggregate Commitments Revolving Credit Facility shall not exceed be increased in excess of $3,000,000,000 at any time, and (iii) all references 300,000,000 unless Bank of America’s Revolver Commitment has been reduced to no greater than $50,000,000; provided that in no event shall the definitions Revolving Credit Facility be increased in excess of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to such Commitment Increase400,000,000. At the time of sending such notice, the Lead Borrower Agent (in consultation with the Agent) shall specify the time period within date by which each Lender is requested to respond or, in the case of an increase in the Revolving Credit Facility to $275,000,000 pursuant to clause (a) above, the date upon which such increase is to become effective (which date shall in no event be less than ten Business Days from the date of delivery of such notice to the LendersAgent). Nothing in this Section 2.2 shall be deemed to impair or otherwise affect any Lender’s rights under Section 13; provided that, notwithstanding anything in this Agreement to the contrary, it is hereby agreed that Bank shall not be permitted to assign all of its Loans hereunder prior to an increase in the Revolving Credit Facility pursuant to Section 2.2.1(a) above unless an assignee of Bank of America has agreed, pursuant to documentation reasonably acceptable to Borrowers, to be bound by Section 2.2.1(a) to the same extent as Bank of America.

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Administrative Agent and the Lenders and with the written consent of the Required Lenders (which shall promptly notify the Lendersin their sole and absolute discretion), the Lead Borrower Agent may from time to time, time after the Second Amendment Effective Date request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $1,500,000,000 20,000,000 (eacheach such increase, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,0005,000,000 in the aggregate or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above, (ii) no more than three (3) such requests shall be made during the amount term of the Aggregate Commitments shall not exceed $3,000,000,000 at any timethis Agreement, and (iii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 such Commitment Increase shall be deemed provided by one or more Lenders (or any of their affiliates) and (iv) such Commitment Increase shall be subject to closing conditions and fees to be automaticallyagreed upon by the Lenders and the Borrower Agent at the time of such request; provided, that, notwithstanding this clause (iv), the terms, conditions, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount interest rate of the Aggregate Commitments, after giving effect to such Commitment IncreaseIncrease shall be on terms consistent with the Loans then outstanding under this Agreement (except as otherwise agreed to by the Required Lenders). At the time of sending such notice, the Lead Borrower Agent (in consultation with the AgentRequired Lenders) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than ten three (3) Business Days from the date of delivery of such notice to the applicable Lenders, or, in each case, such lesser period as may be necessary or appropriate under the circumstances and as agreed to by the Required Lenders).

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Agent (which shall promptly notify the Lenders)Administrative Agent, the Lead Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding an additional $1,500,000,000 (each, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”)250,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, 25,000,000 and (ii) the Borrower may make a maximum of five (5) such requests. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), the Borrower may solicit commitments to the increase from existing Lenders and/or additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and each of the Lenders of the aggregate amount of such increase and the Increase Effective Date. Notwithstanding the above, (i) no increase in the Aggregate Commitments shall not exceed $3,000,000,000 at any time, increase the Letter of Credit Sublimit or the Swing Line Sublimit and (iiiii) all references in the definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 no existing Lender shall be deemed obligated to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to participate in such Commitment Increase. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)increase.

Request for Increase. Provided there exists no Default or Event of Default then exists or would arise therefromDefault, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower Newpark may from time to time, request an increase in the Aggregate Commitments by (an “Incremental Commitment”) in an amount (for all such requests) up to but not exceeding $1,500,000,000 (each, a “Commitment Increase”, and, together with giving effect to all such increases, collectively, the (“Commitment Increases”)) $250,000,000; provided that (i) any such request for an increase Incremental Commitment shall be in a minimum amount of $25,000,00010,000,000, (ii) the amount Newpark may make a maximum of the Aggregate Commitments shall not exceed $3,000,000,000 at any timefive (5) such requests, and (iii) all references in such Incremental Commitment shall be on the definitions of “Cash Dominion Event”same terms and conditions, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, whichincluding pricing, as the then existing Commitments, except with respect to any arrangement, upfront, or similar fees that may be agreed to among the Borrowers and any Lenders providing such Incremental Commitment, (iv) neither the funding of such Incremental Commitment (assuming that such Incremental Commitment were fully drawn) nor the existence of the Closing Date, refer to Liens securing the same would violate the terms of any indenture or other agreement governing Indebtedness for borrowed money in excess of $2,500,000,000 25,000,000 of Newpark or any of its Subsidiaries and (v) any such Incremental Commitment shall be deemed to be automaticallybenefit from the same guarantees as, and without further action be secured on a pari passu basis by any partythe same Collateral securing, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate existing Commitments, after giving effect to such Commitment Increase. At the time of sending such notice, the Lead Borrower Newpark (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Agent (which shall promptly notify the Lenders), the Lead The Borrower may from time to time, on or prior to the date that is nine (9) months from the Closing Date, request an increase in the Aggregate aggregate amount of Term Loan Commitments by an aggregate amount (for all such requests) requests not exceeding the lesser of (x) Four Million ($1,500,000,000 4,000,000) and (each, a y) 70.3% of the sum of (1) the aggregate Appraised Value of all Identified Speedway Sites designated after the Closing Date minus (2) the Appraised value of all Identified Speedway Sites that have not been purchased and have had such designation removed by the Borrower pursuant to the definition of “Commitment IncreaseIdentified Speedway Sites”, and, together with all such increases, collectively, the (“Commitment Increases”); provided that (i) any such request for an increase shall be in a minimum amount of Five Hundred Thousand Dollars ($25,000,000500,000.00), (ii) the amount Borrower may make a maximum of the Aggregate Commitments shall not exceed $3,000,000,000 at any timetwo (2) such requests, and (iii) all references in no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall exist immediately after giving effect to an such increase, (iv) the definitions Borrower shall provide the Administrative Agent with a certificate of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as an Authorized Officer of the Closing DateBorrower evidencing that, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, immediately after giving effect to such Commitment Increaseincrease and the use of proceeds therefrom on a pro forma basis and giving pro forma effect to the security interest of the Administrative Agent to be obtained in Identified Speedway Sites acquired with the proceeds of such increase, the Borrower is in pro forma compliance with all Financial Covenants and the LTV Ratio does not exceed 75%, and (v) the increase in the Term Loan Commitments shall be on the same terms applicable to the existing Term Loan Commitments (including maturity date). At the time of sending such notice, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten fifteen (15) Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event and there has been no prior voluntary reduction of Default then exists or would arise therefromthe Aggregate Commitments (other than any reduction pursuant to Section 10.13), upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may Company may, from time to time, request effectuate an increase in the Aggregate Commitments by adding to this Agreement one or more Persons acceptable to the Company and subject to the approval of the Administrative Agent, the L/C Issuer, the Swing Line Lender and the New Vehicle Swing Line Lender (which approvals shall not be unreasonably withheld), who shall, upon completion of the requirements of this Section 2.16, constitute a “Lender” or “Lenders” hereunder (each an “Added Lender”), or by allowing one or more Lenders in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Lender”) in an amount (for all such requestsincreases) not exceeding $1,500,000,000 (each, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”)500,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, and (ii) the amount of the Aggregate Commitments no such increase shall not exceed $3,000,000,000 at result in any time, and (iii) all references increase in the definitions Letter of “Cash Dominion Event”Credit Sublimit, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of Swing Line Sublimit or the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the dollar amount that is equal to 1.667 times the amount of the Aggregate Commitments, after giving effect to such Commitment IncreaseNew Vehicle Swing Line Sublimit. At the time of sending such notice, the Lead Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Added Lender and Increasing Lender is requested to respond (which shall in no event be less than ten five Business Days from the date of delivery of such notice to the Lenders).