Common use of Request for Increase Clause in Contracts

Request for Increase. Upon written notice to the Administrative Agent, the Parent Borrower may from time to time, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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).

Request for Increase. Upon written Provided that no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may at any time and from time to time, request an increase in Loans (which increase may take the form of new term loan commitments (“Incremental Term Commitments”) and loans (“Incremental Term Loans”)) under an Incremental Term Facility in an aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Available Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)Amount; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived50,000,000. At the time of sending such notice, the Parent 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 such Lenders by the LendersAdministrative Agent). With respect to any Incremental Term Facility, the Borrower, the Administrative Agent and the Incremental Term Lenders party thereto shall enter into a supplement to this Agreement (an “Incremental Term Supplement”) and such Incremental Term Supplement shall set forth the terms and conditions relating to any Incremental Term Facility, which, to the extent that they are in the aggregate materially more adverse to the Borrower and its Restricted Subsidiaries than the terms and conditions relating to the Term Facility, shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with clause (e) below).

Request for Increase. Upon Provided there exists no Default, upon written notice to the Administrative Agent, the Parent Borrower Borrower, may from time to time, request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $1,000,000,000 600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans increase in the Term Facility (each such trancheincrease, an “Incremental Term Loan FacilityIncrease”; each Incremental Revolving Increase, it being understood that an increase of an existing tranche does not create a separate and Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (10,000,000, or such lesser amount as agreed to by the Parent Borrower and the Administrative Agent may agree), and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Revolving Credit FacilityFacility being increased. In such written notice, the Borrower shall specify (iiiif then known) the identity of each Incremental Term Loan Facility shallLender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, subject however, that (x) no existing Lender shall be required to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower participate in any such increase and the Lenders Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing such Incremental Term Loan Facility, provided, that if the terms any portion of such Incremental Term Loan Facility (other than final maturity) are increase that is not the same as the terms of an existing Lender shall become a then existing Incremental Term Loan Facility, the administrative, technical Lender pursuant to a joinder agreement in form and operational provisions of such new Incremental Term Loan Facility shall be on terms substance reasonably acceptable satisfactory to the Administrative Agent, Agent and its counsel (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c“New Lender Joinder Agreement”)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase 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). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Upon written Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative AgentAgent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Parent Borrower may from time Lenders being requested); provided, however, that any such request pursuant to time, request an increase a Commitment Increase Notice shall be in the aggregate minimum amount of the Facilities to an amount not exceeding $1,000,000,000 in 10,000,000 and the aggregate principal amount of New Commitments on and after giving effect to the Closing Date shall not exceed the New Commitment Cap. Each such increase by requesting an increase in notice shall specify (A) the Revolving Credit Facility date (each such increaseeach, an “Incremental Revolving IncreaseIncreased Amount Date”) on which Borrower proposes that the New Revolving Commitments or establishing New Term Loan Commitments, as applicable, shall be effective, which shall be a new date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or increasing such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an existing) tranche of pari passu term loans Eligible Assignee (each such trancheeach, an a “Incremental New Revolving Loan Lender” or “New Term Loan FacilityLender”, it being understood that an increase as applicable) to whom Borrower proposes any portion of an existing tranche does not create a separate Incremental such New Revolving Commitments or New Term Loan Facility; each Incremental Term Loan Facility Commitments, as applicable, be allocated and Incremental Revolving Increase are collectively referred the amounts of such allocations (but no Lender is obligated to as “Incremental Facilities”accept such allocation); provided that (i) Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such request for an increase shall be in New Commitments and any such Lender or other Person approached to provide all or a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect portion of the increases set forth above (New Commitments may elect or such lesser amount as the Parent Borrower and the Administrative Agent may agree)decline, (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facilityin its sole discretion, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of provide a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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)New Commitment.

Request for Increase. Upon Provided there exists no Default, upon written notice to the Administrative Agent, the Parent Borrower Borrowers may from time to time, time request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility by an amount (each in the aggregate for all such increaserequests) not exceeding $450,000,000, an “Incremental Revolving Increase”) less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or establishing a new (or increasing an existing) tranche of pari passu term loans (each prior to such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)time; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower Borrowers and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) Borrowers shall specify the time period within which identity of each Revolving Credit Lender is requested and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocated; provided, however, that (i) any existing Revolving Credit Lender approached to provide all or a portion of such increase in the Revolving Credit Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Revolving Credit Facility offered to it (and any Revolving Credit Lender that has failed to respond to any such request shall be deemed to have declined to increase its Revolving Credit Commitment) and (which shall in no event be less than ten Business Days from the date of delivery ii) any Eligible Assignee providing any portion of such notice increase in the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit Lender”) shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the LendersAdministrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).

Request for Increase. Upon written notice to the Administrative Agent, the Parent Borrower Representative, on behalf of the applicable Borrowers, may from time to time, request an (i) to increase in the existing aggregate amount of Floor Plan Loan Commitments by requesting new floor plan loan commitments to be added to the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to Floor Plan Facility (each such increase a “Floor Plan Increase”) and (ii) to increase the existing aggregate Revolving Credit Commitments by requesting an increase in new revolving credit commitments to be added to the Revolving Credit Facility (each such increaseincrease a “Revolving Credit Increase” and, an together with a Floor Plan Increase and a Revolving Credit Increase, each a “Incremental Revolving Facility Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) the aggregate principal amount of all such Facility Increases effected after the Closing Date shall not exceed One Hundred Fifty Million Dollars ($150,000,000.00), (ii) any such request for an increase a Facility Increase shall be in a minimum amount of Fifty Million Dollars ($25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (50,000,000.00) or such lesser amount as the Parent Borrower and the Administrative Agent may agree)agree to in its sole discretion, (iiiii) all Incremental such Facility Increase in respect of the Floor Plan Loan Commitments and Revolving Increases Credit Facility shall be on the same terms as and pursuant to the same documentation applicable to the Floor Plan Loan Commitments and Revolving Credit Facility, as applicable (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable except to the Administrative Agentextent of any upfront, arranger or similar fees) and (iv) the conditions no Lender shall have any obligation to the making of increase its Commitments with respect to a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied Facility Increase or waived. At the time of sending such notice, the Parent Borrower (in consultation to provide a commitment with the Administrative Agent) shall specify the time period within which each Lender is requested respect to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)a Facility Increase.

Request for Increase. Upon written Provided there exists no Default, upon notice to the Administrative AgentAgent (which shall promptly notify the applicable Lenders), the Parent Borrower Company may from time to timetime after the Closing Date, request an a simultaneous increase in the Aggregate Revolving Commitments, the Aggregate New Vehicle Floorplan Facility Commitments and the Aggregate Used Vehicle Floorplan Commitments by an aggregate amount of the Facilities to an amount (for all such requests) not exceeding $1,000,000,000 in the aggregate after giving effect amount equal to such increase by requesting an the sum of (A) the amount that would make the Consolidated Secured Leverage Ratio equal to 2.00 to 1.00 (assuming that any increase in the Revolving Credit Facility Commitments is fully drawn) plus (each such increase, an “Incremental Revolving Increase”B) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)$350,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree)25,000,000, (ii) all Incremental Revolving Increases shall the Company may make a maximum of two such requests in any fiscal year, (iii) any increase in a Lender’s Commitments will be on the same terms as allocated pro rata to the Revolving Credit Facility, (iii) each Incremental Term Loan the New Vehicle Floorplan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Used Vehicle Floorplan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions Revolving Credit Facility, the New Vehicle Floorplan Facility and the Used Vehicle Floorplan Facility shall be increased by a pro rata amount which results in approximately the same ratio of commitments existing between the Revolving Credit Facility and the Floorplan Facilities as of the Closing Date, (v) after giving effect to such increase, no more than 20% of the Aggregate Floorplan Facility Commitments may be allocated to the making Aggregate Used Vehicle Floorplan Commitments and (vi) Revolving Commitments shall not exceed 20% of a Credit Extension set forth the Aggregate Commitments then in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedeffect. At the time of sending such notice, the Parent Borrower Company (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. Upon written notice to the Administrative Agent, the Parent Borrower may from time to time, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 1,325,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Commitment (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term Loan Facility (each such increase, an “Incremental Revolving Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Revolving Credit FacilityClass of the Facilities being increased, and (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) all incremental commitments and loans provided as part of the second proviso to Section 10.01, an Additional TL Tranche shall be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, Additional TL Tranche; provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of any then existing Term Facility and (y) if the terms of such Incremental Term Loan Facility Additional TL Tranche (other than final maturity) are not the same as the terms of the Term Loan or a then existing Incremental Term Loan FacilityAdditional TL Tranche, the administrative, technical and operational provisions of such new Incremental Term Loan Facility Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Borrower may approach any Lender or any Person that meets the requirements to be an Assignee under Section 12.6(b)(i) and (ii)(B) to provide all or a portion of the requested increase; provided that (x) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Lender without the written consent of the Administrative Agent, the Letter of Credit Issuers and the Swing Line Lender, in each case, if required pursuant to Section 12.6(b) and (ivz) the conditions Borrower shall not be obligated to offer any existing Lender the making opportunity to provide any portion of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedrequested increase. At the time of sending such its notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower 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 such Lenders).

Request for Increase. Upon Provided that no Default shall have occurred and is then continuing, upon written notice to the Administrative Agent, the Parent Borrower may may, at any time and from time to time, request an elect to increase in the aggregate principal amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase 1,150,000,000 by requesting an increase in increasing the Revolving Credit Facility, by increasing the Term Facility and/or by implementing a new term facility on substantially the same terms as the Term Facility (other than (x) economic terms and (y) the maturity date thereof, which may in no event be earlier than the fourth anniversary of the Closing Date, each of which shall be determined by the Borrower and the Lenders with respect to such new Term Facility) (and after the Increase Effective Date with respect thereto all references to the “Term Facility” herein and in any other Loan Documents shall include such new term facility (each such increasetranche or new term facility, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental and after the Increase Effective Date with respect thereto all references to the “Term Facility” herein and in any other Loan Documents shall include such new term facility (the “New Term Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser such other amount if such amount represents all remaining availability under reasonably agreed to by the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.15 shall specify the Facility that it proposes to increase or if it proposes to add a New Term Facility and the proposed terms of the New Term Facility and the identity of each Lender and each Eligible Assignee that it has or proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06). Each designated existing Lender shall notify the Administrative Agent within 20 Business Days whether or not it agrees to provide all or a portion of such increase and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any existing Lender approached to provide all or a portion of such increase may agreeelect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable Facility offered to it. Any designated Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment or its Term Loan, or to provide any of the New Term Facility, as applicable. Any Eligible Assignee providing any portion of such increase in the applicable Facility that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. Incremental Facilities may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide, and the Borrower shall have no obligation to offer any existing Lender the opportunity to provide any commitment for, Incremental Facilities) or any additional Lender pursuant to Section 11.06(b), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) in each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be case on terms agreed permitted under this Section 2.15(b); provided that the Administrative Agent shall have consented (in each case, such consent not to by the Parent Borrower and the Lenders be unreasonably withheld, delayed or conditioned) to any additional Lender’s providing such Incremental Term Loan Facility, provided, that Facilities if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to consent by the Administrative Agent, and (ivAgent would be required under Section 11.06(b) the conditions for an assignment of Incremental Facilities to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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)additional Lender.

Request for Increase. Upon written Provided there exists no Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Revolving Lenders), the Parent Borrower Company may from time to time, request an increase in the aggregate amount of the Facilities to Revolving Facility by an amount (for all such requests, and together with any requests made pursuant to Section 2.18 below) not exceeding $1,000,000,000 in 100,000,000 (the aggregate after giving effect to such increase by requesting an increase in the “Incremental Revolving Credit Facility Maximum Amount”) (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase Incremental Revolving Facility shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree)50,000,000, (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit FacilityCompany may make a maximum of three (3) such requests, and (iii) each the Incremental Term Loan Revolving Facility shallMaximum Amount shall not apply if, subject after giving effect to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing any such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Revolving Facility, the administrative, technical and operational provisions Consolidated Net Leverage Ratio on a Pro Forma Basis (after giving effect to the incurrence of such new amount and the use of proceeds thereof) as at the last day of the most recently ended Measurement Period is less than or equal to 3.00 to 1.00 (provided that the amount of Indebtedness for purposes of such calculation of the Consolidated Net Leverage Ratio shall assume the Incremental Term Loan Revolving Facility is fully drawn). For purposes of the forgoing incurrence test, it is understood and agreed that the proceeds of the applicable Incremental Revolving Facility shall not be on terms reasonably acceptable to netted against the Administrative Agent, and (iv) applicable Indebtedness included in the conditions to calculation of the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedConsolidated Net Leverage Ratio. At the time of sending such notice, the Parent Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Revolving 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 Revolving Lenders).

Request for Increase. Upon written Provided there exists no Event of Default or Unmatured Event of Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Revolving Loan Lenders), the Parent Borrower may from time to time, request an increase in the aggregate amount of the Facilities to Aggregate Revolving Loan Commitment by an amount (for all such requests) not exceeding $1,000,000,000 in 200,000,000 (such amount, the aggregate after giving effect to such increase by requesting an increase in the “Maximum Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount and in increments of $5,000,000 in excess thereof or, if such amount represents all less, the entire remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the unused Maximum Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedIncrease. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Loan 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). Each Revolving Loan Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Loan Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Loan Lender not responding within such time period shall be deemed to have declined to increase its Revolving Loan Commitment. The Administrative Agent shall notify the Borrower and each Revolving Loan Lender of the Revolving Loan Lenders’ responses to each request made hereunder. Such increase shall be provided by existing Revolving Loan Lenders that, in response to a request of the Borrower in each such existing Revolving Loan Lender’s sole discretion, agree to so increase their Revolving Loan Commitments and/or, subject to the approval of the Administrative Agent and the Issuing Lenders (which approvals shall not be unreasonably withheld), by Eligible Assignees that become Revolving Loan Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the Commitment of each Eligible Assignee shall be in a minimum amount of $5,000,000.

Request for Increase. Upon Provided that (i) there exists no Default and (ii) the Borrower shall be in compliance with the covenants contained in Section 5.04 (as determined on a Pro Forma Basis, (x) after giving full effect to the incurrence of the requested Incremental Facility, and (y) assuming for such purposes that all Incremental Revolving Credit Commitments under all previously incurred and then-outstanding Incremental Revolving Credit Facilities, and all Incremental Revolving Credit Commitments under the requested Incremental Revolving Facility (if any), are fully drawn), upon written notice to the Administrative Agent, the Parent Borrower may may, from time to time, request an increase on the terms and conditions set forth in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting applicable Incremental Assumption Agreement, request (x) an increase in the Revolving Credit Facility (each such increasean “Incremental Revolving Credit Facility”), (y) the upsizing of an existing Incremental Term Facility or the creation of one or more new term loan facilities (each an “Incremental Term Facility” and, together with any Incremental Revolving Credit Facility, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided provided, however, that (i) in no event shall the aggregate principal amount of all Incremental Facilities incurred after the Closing Date exceed the Incremental Amount at such time; provided, further that any such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under 25,000,000. If the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the elects to request that existing Revolving Credit Lenders participate in an Incremental Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At at the time of sending such notice, the Parent Borrower shall request that the Administrative Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit 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 Revolving Credit Lenders).

Request for Increase. Upon The Borrower may seek expressions of interest from the Lenders to provide on a pro rata basis new Delayed Draw Commitments (each an “Incremental Loan Commitment”) from time to time by delivery of an updated Base Case Model (in accordance with Section 3.03(b)) and written notice to the Administrative Agent, the Parent Borrower may from time to time, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to Agent (such increase by requesting an increase in the Revolving Credit Facility (each such increasenotice, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Commitment Increase are collectively referred to as “Incremental FacilitiesNotice”); provided that provided, that: (i) any such request for an increase Incremental Loan Commitment shall be in a minimum principal amount of $25,000,000 or 10,000,000 and a maximum principal amount equal to the lesser of (A) an amount that would result in the updated Base Case Model showing pro forma compliance with the Debt Sizing Parameters and (B) $75,000,000; provided, that the amount of any lesser amount if such amount represents all remaining availability under Incremental Loan Commitment approved by the aggregate limit Lenders shall be determined by each of them in respect their sole discretion; (ii) no request for an Incremental Loan Commitment may be made after the end of the increases set forth above Availability Period; (or such lesser amount as iii) the Parent Borrower and shall provide to the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to such information that is reasonably requested by the Parent Borrower and Administrative Agent or any Lender to evaluate the Lenders providing such request for an Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and Commitment; (iv) on the date of any request by the Borrower for an Incremental Loan Commitment, the conditions to the making of a Credit Extension set forth in Section 4.02 3.03(a), (other than Section 4.02(cb), (c) and (d) shall be satisfied or waivedhave been satisfied. At [***] Confidential treatment has been requested for the time of sending such notice, the Parent Borrower (in consultation bracketed portions. The confidential redacted portion has been omitted and filed separately with the Administrative AgentSecurities and Exchange Commission. An Incremental Loan Commitment Increase Notice shall set out (A) shall specify the time period within amount of the Incremental Loan Commitment requested, (B) the date on which each Lender is such Incremental Loan Commitments are requested to respond be effective (each an “Incremental Loan Increase Date”), which shall in no event not be less than ten Business Days from sixty (60) days nor more than one hundred and twenty (120) days after the date of delivery such notice and (C) the requested maturity date, upfront fees, margin, commitment fees and other terms applicable in respect of such notice Incremental Loan Commitment and the Delayed Draw Term Loans contemplated to the Lenders)be made in respect of such Incremental Loan Commitment.

Request for Increase. Upon Provided there exists no Default, upon written notice to the Administrative Agent, the Parent Borrower Borrowers may from time to time, time request an increase in the Term B Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase all increases in the Revolving Credit Facility (each consummated pursuant to Section 2.17 on or prior to such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)time; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) Borrowers shall specify the time period within which identity of each Lender is requested and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Term B Facility be allocated; provided, however, that (i) any existing Lender approached to provide all or a portion of such increase in the Term B Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Term B Facility offered to it (and any Lender that has failed to respond to any such request shall be deemed to have declined to participate in such increase in the Term B Facility) and (which shall in no event be less than ten Business Days from the date of delivery ii) any Eligible Assignee providing any portion of such notice increase in the Term B Facility that is not an existing Lender (such Eligible Assignee, a “New Term Lender”) 87 shall become a Term B Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the LendersAdministrative Agent and its counsel (a “Term Lender Joinder Agreement”). Any increase in the Term B Facility pursuant to this Section 2.18 shall be in the form of one or more additional term loans made to the Borrowers (any such term loan being referred to herein as a “Incremental Term Loan”).

Request for Increase. Upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), at any time after the Closing Date, the Parent Borrower Company may from time to time, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility additional 152302503 Commitments (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche Additional Commitment” and all of pari passu term loans (each such tranchethem, an collectively, the “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental FacilitiesAdditional Commitments”); provided that (ix) after giving effect to any such addition, the aggregate amount of Additional Commitments that have been added pursuant to this Section 2.15 after the Amendment No. 2 Effective Date shall not exceed the Additional Commitments Limit, (y) any such request for an increase addition shall be in a minimum an aggregate amount of not less than $25,000,000 10,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit whole multiple of $1,000,000 in respect of the increases set forth above excess thereof (or or, in either case, such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, ) and (ivz) after giving effect to any such addition, the conditions aggregate outstanding amount of Additional Term Loans made to Designated Borrowers that are not U.S. Borrowers shall not exceed, when taken together with the making aggregate Outstanding Amount of all Revolving Credit Loans made to Designated Borrowers that are not U.S. Borrowers, $50,000,000. Any loans made in respect of any such Additional Commitments (the “Additional Loans”) may be made, at the option of the Company, by either (i) increasing the Aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Facility, or (ii) creating a Credit Extension set forth new tranche of terms loans (any loans provided pursuant to such additional tranche, the “Additional Term Loans”) (it being understood that the Company has the absolute right to pursue Additional Commitments in accordance with this Section 4.02 (other than Section 4.02(c)) 2.15 and no Lender shall have the ability to block any such pursuit although no Lender shall be satisfied obligated to provide any Additional Commitments); provided that no increase in the Aggregate Revolving Credit Commitments shall (A) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (B) increase the Letter of Credit Sublimit (or waived. At change the time allocation of sending such noticethe Letter of Credit Sublimit among the L/C Issuers) without the consent of the L/C Issuers or (C) increase the Alternative Currency Sublimit or the Designated Non-U.S. Borrower Sublimit, in either case, without the Parent Borrower (in consultation with consent of 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 Required Revolving Lenders).

Request for Increase. Upon written notice to the Administrative AgentThe Company may, the Parent Borrower may from time to time, request an increase in by notice to the aggregate amount Administrative Agent (x) during the Availability Period one or more increases of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility Commitments (each such increaseeach, an a “Incremental Revolving Term Loan Commitment Increase”) or establishing a new (y) after the Availability Period has ended one or increasing an existing) tranche of pari passu more term loans loan tranches to be made available to the Company (each such trancheeach, an “Incremental Term Loan FacilityLoan”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively each Term Loan Commitment Increase, collectively, referred to as the “Incremental FacilitiesIncreases”); 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 $500,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower this Section) and the Administrative Agent Company may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, make a maximum of two such requests; (iii) no Term Loan Commitment Increase shall increase any Lender’s Commitment without the consent of such Lender; (iv) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to shall have an Applicable Rate or pricing grid as determined by the Parent Borrower and the Lenders providing such Incremental Term Loan FacilityLoans and the Company; and (v) except as provided above, provided, that if the all other terms of such and conditions applicable to any Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company (iv) the conditions it being understood that if any terms taken as a whole are materially more favorable to the making of a Credit Extension set forth in Section 4.02 (other applicable Lenders providing such Incremental Term Loan than Section 4.02(c)) shall be satisfied or waived. At the time of sending such noticethose applicable under this Agreement, the Parent Borrower (in consultation with as reasonably determined by the Administrative Agent) , then that shall specify constitute a reasonable basis for the time period within which each Lender is requested Administrative Agent not to respond (which shall in no event be less than ten Business Days from the date of delivery of satisfied with such notice to the Lendersterms).

Request for Increase. Upon The Borrower may by written notice to the Administrative AgentAgent request, the Parent Borrower may from time to time, request an to increase in the aggregate principal amount of the Facilities to an amount not exceeding $1,000,000,000 900,000,000 through one or more increases in the aggregate after giving effect to such increase by requesting an increase in the existing Revolving Credit Facility (each such increaseeach, an “Incremental Revolving IncreaseCommitment”) and/or increases in the principal amount of the Term Loan (each, an “Incremental Term Commitment”) and/or the addition of one or establishing a more new (or increasing an existing) tranche of pari passu tranches of term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility Facility, Incremental Revolving Commitment and Incremental Revolving Increase Term Commitment are collectively referred to as “Incremental FacilitiesCommitments”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser 50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the increases Facilities set forth above above) and (or ii) the Borrower may make a maximum of three such lesser amount as requests. Each notice from the Parent Borrower and pursuant to this Section 2.15 shall specify (i) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent may agree), (the “Notice Period”) and (ii) all Incremental Revolving Increases shall be on the same terms as identity of each Lender and each other Eligible Assignee to whom the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms proposes any portion of such Incremental Term Loan Facility (other than final maturity) are not Commitments be allocated and the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions amount of such new Incremental Term Loan Facility Commitments being requested from each such Lender and Eligible Assignee; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment and any Lender not responding within the Notice Period shall be on terms reasonably acceptable deemed to have declined to provide such Incremental Commitment. The Administrative Agent and the Administrative Agent, Borrower shall thereafter determine the effective date (each an “Increase Effective Date”) and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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 final allocation of such notice to Incremental Commitments among the Lenders)Lenders and Eligible Assignees.

Request for Increase. Upon written notice to the Administrative Agent, the Parent Borrower If no Default or Event of Default has occurred and is continuing AMRC may at any time and from time to time, request (each an increase in “Incremental Commitment Request”) by delivering a notice to the Administrative Agent (who shall promptly notify the Lenders of the substance thereof) that the Delayed Draw Term Loan Commitment Amount be increased by an aggregate amount of the Facilities to an amount (for all such requests) not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in 75,000,000 and the Revolving Credit Facility Loan Commitment Amount be increased by aggregate amount (for all such requests) not exceeding $15,000,000 (each such increase, an “Incremental Revolving IncreaseCommitment”) or establishing a new (or increasing an existing) tranche of pari passu term ; and the loans (made pursuant to each such trancheIncremental Commitment, an the “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental FacilitiesLoans”); provided that (i) any each increase in the Revolving Loan Commitment Amount pursuant to this Section shall reduce, dollar-for-dollar, the amount by which the Delayed Draw Term Loan Commitment Amount may be increased pursuant to this Section; (ii) each such Incremental Commitment Request shall request for an increase shall be in a minimum amount of (A) $25,000,000 or any lesser amount 10,000,000 (or, if less, the remaining portion of such amount represents all remaining availability under of total amount) and integral multiples of $5,000,000 in excess thereof, in the aggregate limit in respect case of increases of the Delayed Draw Term Loan Commitment Amount, and (B) $5,000,000 (or, if less, the remaining portion of such total amount) and integral multiples of $1,000,000 in excess thereof, in the case of increases set forth above of the Revolving Loan Commitment Amount; and (or such lesser amount as iii) AMRC may not submit more than five Incremental Commitment Requests during the Parent Borrower and term of this Agreement. The notice by the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on to the same terms as the Revolving Credit Facility, (iii) Lenders describing each Incremental Term Loan Facility shall, subject Commitment Request shall specify the time period (to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to determined by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (Borrowers in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall Agent but in no event be less than ten 15 Business Days from the date of delivery by AMRC of such notice the applicable Incremental Commitment Request to the Lenders)Administrative Agent) within which each Lender is required to inform the Administrative Agent whether such Lender intends to provide any portion of the applicable Incremental Commitment.

Request for Increase. Upon written notice to the Administrative AgentThe Company may, the Parent Borrower may from time to time, request an increase in by notice to the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase Administrative Agent (x) one or more increases in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”) or establishing a new (y) one or increasing an existing) tranche of pari passu more term loans loan tranches to be made available to the Company (each such trancheeach, an “Incremental Term Loan FacilityLoan”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental each Revolving Increase are collectively Credit Increase, collectively, referred to as the “Incremental FacilitiesIncreases”); 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 $500,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section) and the aggregate limit in respect Company may make a maximum of five such requests; (iii) no Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the increases set forth above Swing Line Lender; (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iiiiv) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to shall have an Applicable Rate or pricing grid as determined by the Parent Borrower and the Lenders providing such Incremental Term Loan FacilityLoans and the Company; (v) except as provided above, provided, that if the all other terms of such and conditions applicable to any Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company (iv) the conditions it being understood that if any terms taken as a whole are materially more favorable to the making of a Credit Extension set forth in Section 4.02 (other applicable Lenders providing such Incremental Term Loan than Section 4.02(c)) shall be satisfied or waived. At the time of sending such noticethose applicable under this Agreement, the Parent Borrower (in consultation with as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); and (vi) each Incremental Increase shall specify the time period within which each Lender is requested to respond (which constitute Obligations hereunder and shall in no event be less than ten Business Days from the date of delivery of such notice guaranteed, to the Lenders)extent constituting Obligations of any Designated Borrower, pursuant to the terms of the Company Guaranty on a pari passu basis with the other Obligations hereunder.

Request for Increase. Upon written notice to the Administrative AgentAgent or the Incremental Arranger, the Parent Borrower may may, from time to time, request an increase one or more additional Facilities of term loans or additional term loans of the same Facility as any existing Term Loans (“Incremental Term Loans”) and/or increases in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility Commitments (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental FacilitiesCommitment Increases”); provided that (i) the Consolidated Interest Coverage Ratio, calculated on a pro forma basis, after giving effect to the incurrence of such Incremental Term Loans and/or Revolving Commitment Increase (assuming that the full amount of such Revolving Commitment Increase is drawn) and the use of proceeds thereof, shall not be less than 3.00:1.00 for the most recently completed four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.01, (ii) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility10,000,000, (iii) each the interest rate, maturity and amortization schedule for any new Facility of Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, Loans shall be on terms agreed to determined by the Parent Borrower and the applicable Lenders providing under such Facility, (iv) except with respect to items in clauses (iii) and (v) of this Section 2.17(a) and Section 2.17(e) below, Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility Loans shall be on terms and subject to conditions and pursuant to documentation to be determined by the Borrower and the applicable lenders under such Facility; provided that, to the extent such terms and documentation are not consistent with the Term Loans (except to the extent permitted by clause (iii) above), they shall be reasonably acceptable satisfactory to the Administrative Agent (it being understood that, to the extent that any financial maintenance covenant or any other covenant is added for the benefit of any Incremental Term Loan, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant or other covenant is (1) also added for the benefit of all existing Loans or (2) only applicable after the Latest Maturity Date), and (v) such Incremental Term Loans may be provided in any currency as mutually agreed among the Administrative Agent, the Borrower and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending applicable lenders under such notice, the Parent 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)Facility.

Request for Increase. Upon Provided there exists no Default, upon written notice to the Administrative Agent, the Parent Borrower may may, at any time and from time to timetime after the Closing Date, request an to increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase 225,000,000 by requesting an increase in the Revolving Credit Term Facility (each such increase, an “Incremental Revolving Term Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans facility (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Term Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all each Incremental Revolving Increases Term Increase shall be on the same terms as the Revolving Credit Term Facility, (iiiii) the terms and conditions of each Incremental Term Loan Facility shallFacility, subject to clause (ii)(yi) of the second last proviso to Section 10.01, if applicable, will be on terms agreed to determined by the Parent Borrower and the Lenders providing lenders under such Incremental Term Loan Facility, provided, that and if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrativeoperational, technical and operational administrative provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iviii) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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). Each notice from the Borrower pursuant to this Section 2.16(a) shall specify (i) whether it proposes an Incremental Term Increase or an Incremental Term Loan Facility, (ii) if it proposes an Incremental Term Loan Facility, the proposed terms thereof and (iii) the identity of each Lender and each Eligible Assignee that it has approached or proposes to approach to provide all or a portion of such Incremental Facility (subject in each case to any requisite consents required under Section 10.06). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice 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 such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. Upon written Provided there exists no Default or Event of Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may may, from time to time, request an increase in the aggregate amount Aggregate Revolving Commitments and/or the Existing Term Loan, or the funding of one or more tranches of additional term loans hereunder (the Facilities to “Additional Term Loans”) by an amount (for all such requests) not exceeding $1,000,000,000 in 500,000,000 (to a maximum amount of Aggregate Revolving Commitments plus the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Existing Term Loan Facilityplus all Additional Term Loans equal to $1,900,000,000 (the “Total Facility Amount”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 10,000,000 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 (the “Additional Term Commitments”) (and, in such event, all references in this Section 2.19 to any lesser increase or funding, as and to the extent applicable at any time, shall be deemed and construed to mean and refer to any such Additional Term Commitment in the amount if of such amount represents all remaining availability under increase or funding, mutatis mutandis), subject further, however, (1) to the aggregate limit in respect continued applicability of the increases set forth above terms and provisions of this Section 2.19 and (or 2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such lesser amount as the Parent Borrower other and the further agreements, amendments, instruments, and documents which Administrative Agent may agreethen 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), (ii) all Incremental Revolving Increases any Additional Term Commitments shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental effected pursuant to one or more New Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to Amendments executed and delivered by the Parent Borrower and the Lenders providing such Incremental Term Loan FacilityCredit Parties, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(capplicable Term Lenders)) shall be satisfied or waived. 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 Parent 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 LoanCredit 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. Upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), at any time after the Closing Date, the Parent Borrower Company may from time to time, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility additional Commitments (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche Additional Commitment” and all of pari passu term loans (each such tranchethem, an collectively, the “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental FacilitiesAdditional Commitments”); provided that (ix) the aggregate initial principal amount (as of the date of incurrence or availability thereof) of such requested Additional Commitments shall not exceed the Additional Commitments Limit, (y) any such request for an increase addition shall be in a minimum an aggregate amount of not less than $25,000,000 10,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit whole multiple of $1,000,000 in respect of the increases set forth above excess thereof (or or, in either case, such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, ) and (ivz) after giving effect to any such addition, the conditions aggregate outstanding amount of Additional Term Loans made to Designated Borrowers that are not U.S. Borrowers shall not exceed, when taken together with the making aggregate Outstanding Amount of all Revolving Credit Loans made to Designated Borrowers that are not U.S. Borrowers, $75,000,000. Any loans made in respect of any such Additional Commitments (the “Additional Loans”) may be made, at the option of the Company, by either (i) increasing the Aggregate Commitments with the same terms (including pricing), or (ii) creating a Credit Extension set forth new tranche of terms loans (any loans provided pursuant to such additional tranche, the “Additional Term Loans”) (it being understood that the Company has the absolute right to pursue Additional Commitments in accordance with this Section 4.02 (other than Section 4.02(c)) 2.15 and no Lender shall have the ability to block any such pursuit although no Lender shall be satisfied obligated to provide any Additional Commitments); provided that no increase in the Aggregate Commitments shall (A) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (B) increase the Letter of Credit Sublimit (or waived. At change the time allocation of sending such noticethe Letter of Credit Sublimit among the L/C Issuers) without the consent of the L/C Issuers or (C) increase the Alternative Currency Sublimit or the Designated Non-U.S. Borrower Sublimit, in either case, without the Parent Borrower (in consultation with consent of 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 Required Lenders).

Request for Increase. Upon written Provided (i) subject to Section 1.10, there exists no Default both before and after giving effect to any Incremental Revolving Commitment or Incremental Term Commitment (including compliance by the Company with the covenants set forth in Sections 7.10, 7.11 and 7.12 determined on a pro forma basis) and (ii) upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower Company may from time to time, request an increase in the aggregate amount of the Facilities request, and, subject to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting this Section 2.14 (including Section 2.14(c)) Lenders hereby consent to, (x) an increase in the Revolving Credit Facility (each such increaseeach, an “Incremental Revolving IncreaseCommitment”) and/or (y) the establishment of one or establishing a more new term loan commitments (or increasing an existing) tranche of pari passu term loans (each such trancheeach, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental FacilitiesCommitment”), by an amount (for all such requests in the aggregate) not exceeding $250,000,000; provided that (iA) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent5,000,000, and (ivB) no such increase shall increase the conditions to Letter of Credit Sublimit, the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied Domestic Swing Line Sublimit, the Foreign Swing Line Sublimit or waivedthe Foreign Borrower Sublimit. At the time of sending such notice, the Parent Borrower Company (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 LendersLenders or such other time period as agreed to by the Borrower and any Lender providing an Incremental Revolving Commitment or an Incremental Term Commitment); provided further that, solely to the extent the proceeds thereof are applied to (w) fund the acquisition (the “Contemplated Acquisition”) by the Company of certain assets of the business, and certain outstanding common stock, belonging directly or indirectly to GNA Financing, Inc., a Delaware corporation, or certain of its subsidiaries and affiliates (collectively, the “Target”), pursuant to a certain purchase agreement to be entered into by the Company and the Target on terms and conditions satisfactory to the Administrative Agent (together with the exhibits and schedules thereto, as amended, restated, supplemented or otherwise modified from time to time, the “Contemplated Purchase Agreement”), (x) repay certain existing indebtedness of the Target and its subsidiaries, and (y) pay transaction fees and expenses related thereto, the Company may request Incremental Term Commitments up to an amount of $600,000,000 (the “Acquisition Incremental Loans”); provided further that, (i) immediately after the incurrence of the Acquisition Incremental Loans, or (ii) in the event that the Contemplated Acquisition is consummated without the incurrence of the Acquisition Incremental Loans, the amount that the Company may request hereunder shall not exceed $250,000,000.”

Request for Increase. Upon written notice to the Administrative AgentThe Company may, the Parent Borrower may from time to time, request an increase in by notice to the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase Administrative Agent (x) one or more increases in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”) or establishing a new (y) one or increasing an existing) tranche of pari passu more term loans loan tranches to be made available to the Company (each such trancheeach, an “Incremental Term Loan FacilityLoan”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental each Revolving Increase are collectively Credit Increase, collectively, referred to as the “Incremental FacilitiesIncreases”); 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 $1,000,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section) and the aggregate limit in respect Company may make a maximum of five such requests; (iii) no Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the increases set forth above Swing Line Lender; (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iiiiv) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to shall have an Applicable Rate or pricing grid as determined by the Parent Borrower and the Lenders providing such Incremental Term Loan FacilityLoans and the Company; (v) except as provided above, provided, that if the all other terms of such and conditions applicable to any Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company (iv) the conditions it being understood that if any terms taken as a whole are materially more favorable to the making of a Credit Extension set forth in Section 4.02 (other applicable Lenders providing such Incremental Term Loan than Section 4.02(c)) shall be satisfied or waived. At the time of sending such noticethose applicable under this Agreement, the Parent Borrower (in consultation with as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); and (vi) each Incremental Increase shall specify the time period within which each Lender is requested to respond (which constitute Obligations hereunder and shall in no event be less than ten Business Days from the date of delivery of such notice guaranteed pursuant to the Lenders)terms of the Company Guaranty on a pari passu basis with the other Obligations hereunder.

Request for Increase. Upon written Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may from time to time, request an increase in the aggregate amount Aggregate Credit Facility Amount (as determined by the Borrower but subject to the approval of the Facilities Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned)) by an amount that will not exceeding $1,000,000,000 in cause the aggregate after giving effect to such increase by requesting an increase in the Revolving Aggregate Credit Facility Amount to be greater than the sum of (each such increasei) the Aggregate Credit Facility Amount on the Closing Date, an “Incremental Revolving Increase”plus (ii) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)$500,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser other amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and ). Such increase in the Aggregate Credit Facility Amount may be utilized by requesting either (ivi) the conditions to additional Revolving Credit Commitments or (ii) the making of a Credit Extension set forth additional Term Loans (in Section 4.02 (other than Section 4.02(cone or more tranches of Term Loans)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower shall specify the nature of such increase (either as a Revolving Credit Commitment or as Term Loans (in one or more tranches of Term Loans)) and may request all or part of such increase from the existing Lenders and, if it does so, shall specify (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). In the event that the Borrower elects to request such increase as Term Loans, the Borrower (in consultation with the Administrative Agent) shall notify the Lenders of the material terms of the Term Loans, including the proposed pricing, maturity, amortization schedule, maximum number of Interest Periods, permitted Types of Term Loans and other terms customary for Term Loans, provided, however that (A) the maturity date for such Term Loans shall not be prior to the Maturity Date with respect to the Revolving Credit Facility and (B) such Term Loans not require prepayment other than (i) as otherwise required pursuant to this Agreement and (ii) scheduled amortization in excess of 5% of the aggregate initial principal amount of such Term Loans per annum.

Request for Increase. Upon written Provided there exists no Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may from time to time, time request an increase in the aggregate amount of the Facilities to Aggregate Commitments by an amount (for all such requests, in the aggregate) not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)100,000,000; provided that (iI) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree)5,000,000, (iiII) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Borrower may select an increase of Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental A Commitments and/or Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative AgentB Commitments, and (ivIII) the conditions to the making Borrower may make a maximum of a Credit Extension set forth in Section 4.02 three (other than Section 4.02(c)3) shall be satisfied or waivedsuch requests. At the time of sending such notice, the Parent 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). Any increase of the Aggregate Commitments pursuant to this Section 2.16 shall be subject to the agreement of one or more Lenders or Eligible Assignees (who may or may not then be a Lender hereunder) to provide such increased Commitments pursuant to the terms hereof. Any additional term loans made pursuant to any increase in the Aggregate Commitments shall be made on the same terms (including, without limitation, interest terms, payment terms and maturity date) as the existing Term A Loans or Term B Loans, as applicable (it being understood that customary arrangement, commitment or upfront fees payable to one or more arrangers (or their affiliates) or one or more of the lenders providing the increase of Aggregate Commitments (each an “Increasing Term Lender”), as the case may be, may be different than those paid with respect to the Lenders under the Term Loans on the Closing Date or with respect to any Increasing Term Lender in connection with any other increase in Aggregate Commitments pursuant to this Section 2.16).

Request for Increase. Upon Provided that no Default shall have occurred and is then continuing, upon written notice to the Administrative Agent, the Parent Borrower may may, at any time and from time to time, request an elect to increase in the aggregate amount of the Facilities Facility to an amount not exceeding $1,000,000,000 750,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (50,000,000 or such lesser other amount as reasonably agreed to by the Parent Borrower and the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.15 shall specify the identity of each Lender and each Eligible Assignee that it has or proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06). Each designated existing Lender shall notify the Administrative Agent and the Borrower within 20 Business Days whether or not it agrees to provide all or a portion of such increase and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any existing Lender approached to provide all or a portion of such increase may agree)elect or decline, (ii) in its sole discretion, to provide all Incremental Revolving Increases or a portion of such increase offered to it. Any designated Lender not responding within such time period shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject deemed to clause (ii)(y) of the second proviso have declined to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders increase its Commitment. Any Eligible Assignee providing such Incremental Term Loan Facility, provided, that if the terms any portion of such Incremental Term Loan Facility (other than final maturity) are increase that is not the same as the terms of an existing Lender shall become a then existing Incremental Term Loan Facility, the administrative, technical Lender pursuant to a joinder agreement in form and operational provisions of such new Incremental Term Loan Facility shall be on terms substance reasonably acceptable satisfactory to the Administrative Agent, Agent and its counsel (iv) a “New Lender Joinder Agreement”). The Administrative Agent shall notify the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which and 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)’ responses to each request made hereunder.

Request for Increase. Upon written notice to the Administrative Agent, the Parent Borrower may from time to time, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 1,675,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Commitment (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term Loan Facility (each such increase, an “Incremental Revolving Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Revolving Credit FacilityClass of and, if applicable, the Tranche of, the Facilities being increased, and (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) all incremental commitments and loans provided as part of the second proviso to Section 10.01, an Additional TL Tranche shall be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, Additional TL Tranche; provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of any then existing Facility and (y) if the terms of such Incremental Term Loan Facility Additional TL Tranche (other than final maturity) are not the same as the terms of the Term Loan or a then existing Incremental Term Loan FacilityAdditional TL Tranche, the administrative, technical and operational provisions of such new Incremental Term Loan Facility Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Borrower may approach any Lender or any Person that meets the requirements to be an Assignee under Section 12.6(b)(i) and (ii)(B) to provide all or a portion of the requested increase; provided that (x) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Lender without the written consent of the Administrative Agent, the Letter of Credit Issuers and the Swing Line Lender, in each case, if required pursuant to Section 12.6(b) and (ivz) the conditions Borrower shall not be obligated to offer any existing Lender the making opportunity to provide any portion of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedrequested increase. At the time of sending such its notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower 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 such Lenders).

Request for Increase. Upon The Borrower may request an increase in Commitments from time to time upon notice to Administrative Agent, as long as the requested increase is offered on the same terms as existing Commitments. Administrative Agent may accept or reject any request by the Borrower for an increase in Commitments in its sole and absolute discretion. If the Administration Agent accepts the proposed increase, the Borrower shall deliver a formal written notice to the Administrative Agent, the Parent Borrower may from time to time, request an increase Agent in the aggregate amount form of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to Exhibit D (such increase by requesting an increase in the Revolving Credit Facility (each such increasenotice, an “Incremental Revolving IncreaseLoan Commitment Increase Notice”) or establishing a new (or increasing an existing) tranche of pari passu term loans ), pursuant to which the Borrower will request the Lenders to increase their Commitments (each such tranche, an “Incremental Term Loan FacilityCommitment”, it being understood that ) in an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility aggregate amount as mutually agreed between the Administrative Agent and Incremental Revolving Increase are collectively referred to as the Borrower (the “Incremental FacilitiesLoan Amount”); provided provided, that (i) any such request for an increase Incremental Loan Commitment shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (10,000,000 or such lesser amount as equal to the Parent Borrower remaining Incremental Loan Amount and the Administrative Agent may agreeincrements of $5,000,000 (each an “Incremental Loan Commitment Increase”), (ii) all no request for an Incremental Revolving Increases shall Loan Commitment may be on made after the same terms as end of the Revolving Credit FacilityAvailability Period, (iii) each Incremental Term Loan Facility shall, subject the Borrower shall provide to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to Lenders such information that is reasonably required by the Parent Borrower and Lenders to evaluate the Lenders providing such request for an Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, Commitment and (iv) on the date of any request by the Borrower for an Incremental Loan Commitment Increase the conditions to the making of a Credit Extension set forth in Section 4.02 2.9(e)(i), (other than Section 4.02(cii), (iii) and (iv) shall be satisfied or waivedhave been satisfied. At An Incremental Loan Commitment Increase Notice shall set out the time amount of sending the Incremental Loan Commitment requested and the date on which such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is Incremental Loan Commitments are requested to respond be effective (each an “Incremental Loan Increase Date”), which shall in no event not be less than ten Business Days from thirty (30) days nor more than forty-five (45) days after the date of delivery of such notice notice. Any Incremental Loan Commitment shall be a commitment to make loans with the Lenders)same principal terms as the Loans, including the same interest rate, Applicable Margin and maturity date.

Request for Increase. Upon written The Borrower may, at any time and from time to time (but in no event more than once during each fiscal year of Borrower), request, by notice to the Administrative Agent, the Parent Borrower may from time to time, request Administrative Agent’s approval of an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility total Commitments (each such increase, an a “Incremental Revolving Commitment Increase”) or establishing a new (or increasing an existing) tranche within the limitations hereafter described, which request shall set forth the amount of pari passu term loans (each such trancherequested Commitment Increase. Within twenty (20) days of such request, an “Incremental Term Loan Facility”the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Commitment Increase, it being understood then the total Commitment may be so increased (up to the amount of such approved Commitment Increase) by having one or more New Lenders increase the amount of their then existing Commitments or become Lenders, provided however that an approval by the Administrative Agent is not a commitment by the Administrative Agent to increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility its Commitment or to find New Lenders. Any Commitment Increase shall be subject to the following limitations and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that conditions: (i) any such request for an increase (in the aggregate) in the total Commitment and the amount (in the aggregate) of any new Commitment and/or any amount (in the aggregate) of any increase in the Commitment of any New Lender, shall not be less than $1,000,000 (and shall be in a minimum amount integral multiples of $25,000,000 or any lesser 500,000 if in excess thereof); (ii) no Commitment Increase pursuant to this Section 2.20 shall increase the total Commitment to an amount if such amount represents all remaining availability under in excess of $100,000,000; (iii) the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and each New Lender shall have executed and delivered a Commitment and Acceptance and the Administrative Agent may agreeshall have accepted and executed the same; (iv) the Borrower shall have executed and delivered to the Administrative Agent such Note or Notes as any such New Lender shall request to reflect such Commitment Increase; (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the form of opinion provided for in Section 4.01, modified to apply to the Commitment Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith), ; (iivi) all Incremental Revolving Increases Guarantors shall be on have consented in writing to the same terms Commitment Increase and shall have agreed that their Guaranties continue in full force and effect; and (vii) the Borrower and each New Lender shall otherwise have executed and delivered such other instruments and documents, including but not limited to modifications of the Mortgages, Security Agreement, Pledge of Equity Interests to, among other things reflect the Commitment Increase, as the Revolving Credit Facility, Administrative Agent shall have reasonably requested in connection with such Commitment Increase. The form and substance of the documents required under clauses (iii) each Incremental Term Loan Facility shall, subject to clause through (ii)(yvii) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility above shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) . The Administrative Agent shall be satisfied or waived. At the time of sending such notice, the Parent 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 provide written notice to all of the Lenders)Lenders hereunder of any Commitment Increase.

Request for Increase. Upon written Provided there exists no Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Invited Lenders, as defined below), the Parent Borrower Borrowing Agent may from time to time, request an increase (x) one or more increases in the aggregate amount Aggregate USD Revolving Commitments, the Aggregate Multi-Currency Revolving Commitments or the Aggregate Specified Currency Revolving Commitment or an additional, separate revolving credit facility for the purpose of the Facilities providing a new Eligible Currency or lending to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility a new Designated Borrower (each such increasea “Designated Revolver”) (each, an “Incremental Revolving Commitment”), (y) one or more increases in the Domestic Term Loan Commitment (each, a “Domestic Term Loan Increase”) and/or (z) one or establishing a new more term loan tranches to be made available to the Borrowers (or increasing an existing) tranche of pari passu term loans (each such trancheeach, an “Incremental Term Loan FacilityLoan”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Revolving Commitment, each Domestic Term Loan Facility Increase and each Incremental Revolving Increase are collectively Term Loan, collectively, referred to as the “Incremental FacilitiesIncreases”), by an aggregate amount (for all such requests) not exceeding the Incremental Facilities Limit; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under (or, in the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms case of a then existing Incremental Term Loan FacilityDesignated Revolver, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c$10,000,000)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower Borrowing Agent (in consultation with the Administrative Agent) shall identify the Invited Lenders and specify the time period within which each Lender is the Invited Lenders are 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)respond.

Request for Increase. Upon Provided there exists no Default, upon written notice to the Administrative Agent, the Parent Borrower may from time to timetime after the Delayed Draw Termination Date, request an increase in the aggregate principal amount of the all Facilities to an amount for all Facilities not exceeding $1,000,000,000 in the aggregate 250,000,000 after giving effect to such increase by requesting the addition of one or more new pari passu tranches of term loans (each, an “Incremental Term Loan Facility”) and/or an increase in the Revolving Credit Closing Date Term Loan Facility and/or the Delayed Draw Term Loan Facility and/or any then existing Incremental Term Loan Facility (each such increase, an “Incremental Revolving Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (10,000,000, or such lesser amount as agreed to by the Parent Borrower and the Administrative Agent may agree), and (ii) except in the case of a newly established Incremental Term Loan Facility, all Incremental Revolving Term Loan Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Facility being increased and all incremental commitments and loans provided as part of a newly established Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, shall be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, ; provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrativeoperational, technical and operational administrative provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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).

Request for Increase. Upon written Provided there exists no Default, upon notice to the Administrative Agent, the Parent Borrower Company may from time to time, time request an increase in (a) prior to the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in Maturity Date for the Revolving Credit Facility Facility, an increase to the existing Revolving Credit Commitments (which increase may take the form of new and/or additional revolving tranches (which additional revolving tranches may include additional Alternative Currency Sublimits and additional approved Alternative Currencies)) (each such increase, an “Incremental Revolving IncreaseCommitment”) and/or (b) the establishment of one or establishing a more new term loan commitments (or increasing an existing) tranche of pari passu term loans (each such trancheeach, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental FacilitiesCommitment”), by an aggregate amount (for all such requests) not exceeding $250,000,000 after the Closing Date; provided that the Company may make a maximum of two such requests after the Closing Date. Each such request shall specify (i) the date (each, an “Increase Effective Date”) on which the Company proposes that the Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed to by the Administrative Agent) and (ii) the identity of each Eligible Assignee to whom the Company proposes any portion of such request for an increase Incremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in a minimum an aggregate amount of at least $25,000,000 or any lesser 10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the increases Incremental Commitments set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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 Lendersabove).

Request for Increase. Upon written Provided there exists no Default, upon notice to the Administrative AgentAgent (which shall promptly notify the applicable Lenders), the Parent Borrower Company may from time to timetime after the Closing Date, request an a simultaneous increase in the Aggregate Revolving Commitments, the Aggregate New Vehicle Floorplan Facility Commitments and the Aggregate Used Vehicle Floorplan Commitments by an aggregate amount of the Facilities to an amount (for all such requests) not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)325,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree)25,000,000, (ii) all Incremental Revolving Increases shall the Company may make a maximum of two such requests in any fiscal year, (iii) any increase in a Lender’s Commitments will be on the same terms as allocated pro rata to the Revolving Credit Facility, (iii) each Incremental Term Loan the New Vehicle Floorplan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Used Vehicle Floorplan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions Revolving Credit Facility, the New Vehicle Floorplan Facility and the Used Vehicle Floorplan Facility shall be increased by a pro rata amount which results in approximately the same ratio of commitments existing between the Revolving Credit Facility and the Floorplan Facilities as of the Closing Date, (v) after giving effect to such increase, no more than 20% of the Aggregate Floorplan Facility Commitments may be allocated to the making of a Credit Extension set forth in Section 4.02 Aggregate Used Vehicle Floorplan Commitments and (other than Section 4.02(c)vi) Revolving Commitments shall be satisfied or waivednot exceed 20% of the Aggregate Commitments then in effect. At the time of sending such notice, the Parent Borrower Company (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. Upon written notice to the Administrative AgentThe Company may, the Parent Borrower may from time to time, request an increase in by notice to the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase Administrative Agent (x) one or more increases in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”), (y) one or more increases in any Term Facility (each, a “Term Loan Increase”) or establishing (z) one or more term loan tranches to be made available to the Company or a new Designated Borrower (or increasing an existing) tranche of pari passu term loans (each such trancheeach, an “Incremental Term Loan FacilityLoan”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Facility and Incremental Revolving Increase are collectively Increase, collectively, referred to as the “Incremental FacilitiesIncreases”); provided that (i) the aggregate principal amount for all such Incremental Increases shall not exceed $300,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the aggregate limit in respect Letter of Credit Sublimit without the consent of the increases set forth above L/C Issuer or (B) increase the Swing Line Sublimit without the consent of each of the Swing Line Lenders; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for any Term Facility then in effect or such lesser amount as have a shorter weighted average life to maturity than the Parent Borrower and the Administrative Agent may agree), remaining weighted average life to maturity of any Term Facility; (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iiiv) each Incremental Term Loan Facility shallshall (A) rank pari passu in right of payment, subject to clause prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (ii)(y) of the second proviso to Section 10.01, be on terms unless agreed to be subordinate, paid after the Term Loans, unsecured or have fewer voting rights by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Loan) (and any Incremental Term Loan Facility (Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facilityprovisions, the administrativeincluding any applicable intercreditor agreement, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms in each case reasonably acceptable to the Administrative Agent and the Company) and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Company; (vi) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions of the existing Facilities, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (ivx) be more restrictive than the conditions to the making of a Credit Extension corresponding terms set forth in Section 4.02 or made applicable to the existing Facilities (except to the extent only applicable after the latest Maturity Date of the other than Section 4.02(c)Facilities then in effect) or (y) contravene any of the terms of the then existing Loan Documents; and (viii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of payment, prepayment, voting and/or security, shall be satisfied or waived. At guaranteed and secured pursuant to the time of sending such notice, Guaranty and the Parent Borrower (in consultation Collateral Documents on a pari passu basis 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)other Obligations hereunder.

Request for Increase. Upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may from time to timetime prior to the then applicable Maturity Date, request an increase in the aggregate amount of Loans under the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an a “Incremental Revolving Facility Increase”) or establishing a new (add one or increasing an existing) tranche more additional tranches of pari passu term “A” loans (each such tranchean “Incremental Term Loan” and, together with each Facility Increase, each an “Incremental Term Loan Facility”, it being understood and collectively the “Incremental Term Loan Facilities”) to an aggregate principal amount (giving effect to all such Facility Increases and Incremental Term Loan Facilities) not exceeding $600,000,000; provided that (i) no Default or Event of Default exists that an increase is continuing or no Default or Event of an existing tranche does not create a separate Default would result from the incurrence of such Incremental Term Loan Facility; , (ii) each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall must be in a minimum amount of $25,000,000 10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), (iii) the final maturity date of any lesser amount if such amount represents all remaining availability under Incremental Term Loan Facility shall be no earlier than the aggregate limit latest maturity date in respect of the increases set forth above Facility and any other Incremental Term Loan Facility then outstanding, and Incremental Term Loan Facilities may have different mandatory prepayments from the Facility so long as such mandatory prepayments are added for the benefit of the Facility and the Facility participates on a ratable basis in such prepayments; provided, that the foregoing limitation shall not apply to customary escrow or other similar arrangements or a customary bridge facility which bridge facility, subject to customary conditions, automatically converts into long-term debt satisfying the requirements of this clause (iii), (iv) the Weighted Average Life to Maturity of any Incremental Term Loan Facility shall be no shorter than the remaining Weighted Average Life to Maturity of the Facility; provided, that the foregoing limitation shall not apply to customary escrow or other similar arrangements or a customary bridge facility which bridge facility, subject to customary conditions, automatically convert into long-term debt satisfying the requirements of this clause (iv); provided, further, that the foregoing shall not apply to the extent the Weighted Average Life to Maturity of any Incremental Term Loan Facility is shorter than the Weighted Average Life to Maturity of the Facility solely to the extent necessary to make such lesser amount Incremental Term Loan Facility fungible with the Facility, (v) subject to clauses (iii) and (iv) above, any Incremental Term Loan Facility may otherwise have an amortization schedule as determined by the Parent Borrower and the Administrative Agent may agree), lender or lenders providing such Incremental Term Loan Facility, (iivi) all the fees payable in connection with any Incremental Revolving Increases Term Loan Facility shall be on determined by the same terms as Borrower and the Revolving Credit arrangers and/or lenders providing such Incremental Facility, , (iiivii) (A) each Incremental Term Loan Facility shallshall be unsecured and (B) if guaranteed, only be guaranteed by the Loan Parties under the Facility, (viii) any Incremental Term Loan Facility may provide for the ability to participate (A) on a pro rata basis or non-pro rata basis in any voluntary prepayment of Loans, in each case, made pursuant to Section 2.04 and (B) on a pro rata or less than pro rata basis (but not on a greater than pro rata basis, other than in the case of prepayment with proceeds of Indebtedness refinancing such Incremental Term Loans) in any mandatory prepayment of Loans required pursuant to any such mandatory provisions added, subject to clause (ii)(yiii) above), to any Incremental Term Loan Facility, (ix) except as otherwise required or permitted in clauses (i) through (viii) above, all other terms of any Incremental Term Loan Facility (including interest rates) shall be as agreed between the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, ; provided, that if to the extent such terms are not substantially consistent with the terms in respect of the Facility, they shall, at the Borrower’s election, either (i) be applicable only to periods after the latest maturity date of the Facility, (ii) not be materially more restrictive to the Borrower than the terms applicable to the existing Loans unless offered to the Lenders holding such Loans for inclusion in the Loan Documents, or (iii) be reasonably satisfactory to the Administrative Agent, (x) any Facility Increase shall be on the same terms applicable to the Facility (including the Maturity Date), (xi) the proceeds of any Incremental Term Loan Facility (may be used for general corporate purposes of Borrowers and its Restricted Subsidiaries and any other than final maturity) are purpose not the same as prohibited by the terms of a then existing Incremental Term the Loan FacilityDocuments, (xii) notwithstanding anything to the contrary set forth in Section 2.07, the administrativein connection with any Facility Increase, technical and operational provisions of such new Incremental Term Loan Facility shall be added to (and constitute a part of, be of the same Type as and, at the election of the Borrower, have the same Interest Period as) any outstanding tranche of Loans hereunder, at the Borrower’s election; it being acknowledged that the application of this clause may result in a new Incremental Term Loan Facility having Interest Periods (the duration of which may be less than one month) that begin during an Interest Period then applicable to outstanding Term Benchmark Loans of the relevant tranche and which end on terms reasonably acceptable to the Administrative Agent, and last day of such Interest Period; and (ivxiii) the conditions to the making of a Credit Extension Loan set forth in clause (e) of this Section 4.02 (other than Section 4.02(c)) 2.14 shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such Lenders).

Request for Increase. Upon written Provided there exists no Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Revolving Lenders), the Parent Borrower Company may from time to time, request an increase in the aggregate amount of the Facilities to Revolving Facility by an amount (for all such requests, and together with any requests made pursuant to Section 2.18 below) not exceeding $1,000,000,000 in 175,000,000 (the aggregate after giving effect to such increase by requesting an increase in the “Incremental Revolving Credit Facility Maximum Amount”) (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase Incremental Revolving Facility shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree)50,000,000, (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit FacilityCompany may make a maximum of three (3) such requests, and (iii) each the Incremental Term Loan Revolving Facility shallMaximum Amount shall not apply if, subject after giving effect to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing any such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Revolving Facility, the administrative, technical and operational provisions Consolidated Net Leverage Ratio on a Pro Forma Basis (after giving effect to the incurrence of such new amount and the use of proceeds thereof) as at the last day of the most recently ended Measurement Period is less than or equal to 3.00 to 1.00 (provided that the amount of Indebtedness for purposes of such calculation of the Consolidated Net Leverage Ratio shall assume the Incremental Term Loan Revolving Facility is fully drawn). For purposes of the forgoing incurrence test, it is understood and agreed that the proceeds of the applicable Incremental Revolving Facility shall not be on terms reasonably acceptable to netted against the Administrative Agent, and (iv) applicable Indebtedness included in the conditions to calculation of the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedConsolidated Net Leverage Ratio. At the time of sending such notice, the Parent Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Revolving 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 Revolving Lenders).

Request for Increase. Upon written If no Default or Event of Default shall have occurred and be continuing, Borrower may at any time prior to the applicable Maturity Date request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative AgentAgent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Parent Borrower may from time Lenders being requested); provided, however, that any such request pursuant to time, request an increase a Commitment Increase Notice (x) shall be in the minimum amount of $10,000,000 and the aggregate amount of New Commitments on and after the Facilities to an amount Closing Date shall not exceeding exceed $1,000,000,000 in 200,000,000 and (y) may only be exercised three (3) times by Borrower during the aggregate after giving effect to term of this Agreement. Each such increase by requesting an increase in notice shall specify (A) the Revolving Credit Facility date (each such increaseeach, an “Incremental Revolving IncreaseIncreased Amount Date”) on which Borrower proposes that the New Revolving Commitments or establishing New Term Loan Commitments, as applicable, shall be effective, which shall be a new date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or increasing such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an existing) tranche of pari passu term loans Eligible Assignee (each such trancheeach, an a “Incremental New Revolving Loan Lender” or “New Term Loan FacilityLender”, it being understood that an increase as applicable) to whom Borrower proposes any portion of an existing tranche does not create a separate Incremental such New Revolving Commitments or New Term Loan Facility; each Incremental Term Loan Facility Commitments, as applicable, be allocated and Incremental Revolving Increase are collectively referred the amounts of such allocations (but no Lender is obligated to as “Incremental Facilities”accept such allocation); provided that (i) Borrower may, in its sole discretion, offer to any existing Lender the opportunity to participate in all or a portion of any such request for an increase shall be in New Commitments and any such Lender approached to provide all or a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect portion of the increases set forth above (New Commitments may elect or such lesser amount as the Parent Borrower and the Administrative Agent may agree)decline, (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facilityin its sole discretion, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of provide a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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)New Commitment.

Request for Increase. Upon written After the Initial Closing Date, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower Borrowers may from time to time, (x) request an increase in the aggregate amount Term Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each a “Term Commitment Increase”) to be made available to the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting Borrowers and (y) request an increase in the Revolving Credit Facility Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each such increase, an a “Incremental Revolving Credit Commitment Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such trancheto be made available to the Borrowers; provided, an “Incremental Term Loan Facility”in either case, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase Term Commitment Increase shall be in a minimum amount of $25,000,000 5,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit increments of $1,000,000 in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), excess thereof; (ii) all Incremental any such Revolving Increases Credit Commitment Increase shall be in a minimum amount of $2,000,000 or increments of $1,000,000 in excess thereof; (iii) the scheduled maturity date of any such Term Commitment Increase and/or Revolving Credit Commitment Increase shall be no earlier than the Scheduled Maturity Date of the Term Facility and/or Revolving Credit Facility, as applicable; (iv) the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Commitment Increase (each an “Incremental Term Loan”) shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Facility at the time of the closing of such Term Commitment Increase; (v) solely with respect to any Term Commitment Increase, entered into on or prior to the first anniversary of the Initial Closing Date, the Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the same existing Term Facility by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”); provided that, in order to comply with this clause (v) the Borrowers may increase the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of such Incremental Term Loan; (vi) the terms as of any such Commitment Increase shall be substantially consistent with terms and pursuant to documentation applicable to the Term Facility or the Revolving Credit Facility, as applicable (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) but excluding any terms applicable after the Scheduled Maturity Date of the second proviso Term Facility or Revolving Credit Facility, as applicable) (except to the extent permitted under this Section 10.012.14 or otherwise as set forth herein), or as otherwise mutually reasonably satisfactory to the Administrative Agent and the Borrowers; (vii) any Commitment Increase may be on terms agreed available in Dollars or any other currency reasonably acceptable to by the Parent Borrower Administrative Agent and the Lenders providing such Commitment Increase; and (viii) the obligations in respect of any Incremental Term Loans shall not be secured by any Lien on any asset of any Loan Facility, provided, Party that if does not constitute Collateral. Any Incremental Commitments effected through the terms establishment of such Incremental Term Loan Facility one or more new revolving credit commitments (other than final maturityand revolving credit loans thereunder) or term loan commitments made on an Increase Effective Date that are not the same fungible for United States federal income tax purposes with an existing Class of Revolving Credit Commitments (and Revolving Credit Loans thereunder) or Term Loans, as the terms of a then existing Incremental Term Loan Facilityapplicable, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making designated a separate Class of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time Incremental Commitments for all purposes of sending such notice, the Parent 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)this Agreement.

Request for Increase. Upon written notice to the Administrative AgentThe Company may, the Parent Borrower may from time to time, request an increase in by notice to the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting Administrative Agent (i) an increase in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”), (ii) or establishing a new (or increasing an existing) tranche increase in the Performance Letter of pari passu term loans Credit Facility (each such tranchea “Performance Letter of Credit Facility Increase”), (iii) an increase in the Term A Loan Facility (each, a “Term A Loan Increase”), (iv) an increase in the Term B Loan Facility (each, a “Term B Loan Increase”; each Term A Loan Increase and Term B Loan Increase, collectively, referred to as the “Term Loan Increases”), (v) one or more term A loan tranches to be made available to the Company (each, an “Incremental Term Loan FacilityA Loan”) or (vi) one or more term B loan tranches to be made available to the Company (each, it being understood that an increase of an existing tranche does not create a separate “Incremental Term Loan FacilityB Loan”; each Incremental Term A Loan Facility and Incremental Revolving Increase are collectively Term B Loan, collectively, referred to as the “Incremental FacilitiesTerm Loans”; each Incremental Term Loan, each Revolving Credit Increase, each Performance Letter of Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases shall not exceed the Maximum Increase Amount; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section) and no more than five Incremental Increases may be effectuated during the aggregate limit in respect term of this Agreement; (iii) no Revolving Credit Increase shall (A) be effectuated without the increases set forth above consent of each applicable L/C Issuer that is a Revolving Credit Lender (or or, if such lesser amount as the Parent Borrower and the Administrative Agent may agreeincrease applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers), (iiB) all Incremental increase the Swing Line Sublimit without the consent of the Swing Line Lender, (C) increase the Designated Borrower Sublimit without the consent of the Required Revolving Increases Lenders, or (D) increase the Alternative Currency Sublimit without the consent of the Required Revolving Lenders; (iv) no Performance Letter of Credit Increase shall be on effectuated without the same terms consent of each L/C Issuer that is a Performance Letter of Credit Lender (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers); (v) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term B Loan Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term B Loan Facility; provided that up to $500,000,000 of principal amount of Incremental Term A Loans may have a maturity date earlier than, and a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term B Facility so long as the Revolving Credit final maturity date thereof is no earlier than the Maturity Date of, and the weighted average life to maturity thereof is no shorter than the remaining weighted average life to maturity of, the Term A Facility, ; (iiivi) each Incremental Term Loan Facility shallshall (A) rank pari passu or junior in right of payment, subject to clause prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (ii)(y) of the second proviso to Section 10.01, be on terms unless agreed to be paid after the Term Loans by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Loan) (and any Incremental Term Loan Facility (Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, Agent and the Company) and (ivB) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Company; provided that, if the Applicable Rate in respect of any Incremental Term B Loan or Term B Loan Increase exceeds the Applicable Rate then in effect for the Term B Facility by more than 0.50% for each Type of Loan, then the Applicable Rate for the Term B Facility shall be increased so that the Applicable Rate in respect of the Term B Facility for each Type of Loan is equal to the Applicable Rate for the Incremental Term B Loan or Term B Loan Increase for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.16(a), in determining the Applicable Rate(s) applicable to each Incremental Term B Loan or Term B Loan Increase and the Applicable Rate(s) for the applicable Term B Facility, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders under such Incremental Term B Loan, Term B Loan Increase or the Term B Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the conditions effects of any and all LIBOR floors shall be included and (3) customary arrangement or commitment fees payable to the making Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their affiliates) of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) any Incremental Term B Loan or Term B Loan Increase shall be satisfied or waived. At excluded; (vii) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the time of sending such noticeextent not consistent with the terms and conditions applicable to the applicable Term Loan Facility, the Parent Borrower (in consultation with shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loans and the Company; and (viii) each Incremental Increase shall specify the time period within which each Lender constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is requested to respond (which junior in right of payment, prepayment, voting and/or security, shall in no event be less than ten Business Days from the date of delivery of such notice guaranteed and secured pursuant to the Lenders)Guaranty and the Collateral Documents on a pari passu basis with the other Obligations hereunder.

Request for Increase. Upon written Provided there exists no Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower Newpark may from time to time, request an increase in the aggregate amount of the Facilities to Aggregate Commitments (an “Incremental Commitment”) in an amount up to but not exceeding $1,000,000,000 in the aggregate after (giving effect to all such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”increases) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)$275,000,000; provided that (i) any such request for an increase Incremental Commitment shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree)10,000,000, (ii) all Newpark may make a maximum of five (5) such requests, (iii) such Incremental Revolving Increases Commitment shall be on the same terms and conditions, including pricing, as the Revolving Credit Facilitythen existing Commitments, (iii) each Incremental Term Loan Facility shallexcept with respect to any arrangement, subject to clause (ii)(y) of the second proviso to Section 10.01upfront, or similar fees that may be on terms agreed to by among the Parent Borrower Borrowers and the any Lenders providing such Incremental Term Loan FacilityCommitment, provided, (iv) neither the funding of such Incremental Commitment (assuming that if such Incremental Commitment were fully drawn) nor the existence of the Liens securing the same would violate the terms of any indenture or other agreement governing Indebtedness for borrowed money in excess of $25,000,000 (including the 2021 Convertible Notes Documents) of Newpark or any of its Subsidiaries and, after giving effect to such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan FacilityCommitment, the administrative, technical and operational provisions Aggregate Commitments shall not exceed 90% of any relevant cap under any such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agentagreement, and (ivv) any such Incremental Commitment shall benefit from the conditions to same guarantees as, and be secured on a pari passu basis by the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedsame Collateral securing, the existing Commitments. At the time of sending such notice, the Parent 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. Upon written Provided there exists no Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower Company may from time to time, request (i) an increase in the aggregate amount of the Facilities to Aggregate Revolving Credit (US) Commitments by an amount (for all such requests) not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting 100,000,000 or (ii) an increase in the Aggregate Revolving Credit Facility (each UK) Commitments by an amount (for all such increase, an “Incremental Revolving Increase”requests) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)exceeding €100,000,000; provided that (iA) any such request for an increase in the Aggregate Revolving Credit (US) Commitments shall be in a minimum amount of $25,000,000 or (unless the Administrative Agent agrees to a smaller amount), (B) any lesser such request for an increase in the Aggregate Revolving Credit (UK) Commitments shall be in a minimum amount if of €25,000,000 (unless the Administrative Agent agrees to a smaller amount), and (C) the Company may make a maximum of three such amount represents all remaining availability under the aggregate limit requests in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Aggregate Revolving Credit Facility, (iiiUS) each Incremental Term Loan Facility shall, subject to clause (ii)(y) Commitments and three such requests in respect of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility Aggregate Revolving Credit (other than final maturityUK) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedCommitments. At the time of sending such notice, the Parent Borrower Company (in consultation with the Administrative Agent) shall specify (i) the identity of each existing Lender and each Eligible Assignee to whom the Company proposes any portion of such increase be allocated and the amounts of such allocations; provided that (A) any existing Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide such increase and (B) any such Eligible Assignee shall be subject to the approval of the Administrative Agent and, in the case of an increase in the Aggregate Revolving Credit (US) Commitments, the Swingline Lender (which approvals shall not be unreasonably withheld or delayed), and (ii) the time period within which each such existing Lender and each such Eligible Assignee 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 applicable Lenders).

Request for Increase. Upon written The Borrower may, at any time and from time to time, request, by notice to the Administrative Agent, the Parent Administrative Agent’s approval of an increase of the Aggregate Commitment (“Facility Increase”), within the limitations hereafter described, which request shall set forth the amount of each such requested Facility Increase. The Administrative Agent’s approval of such request shall not be unreasonably withheld. Within twenty (20) days of such request, the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute approval. If the Administrative Agent approves any such Facility Increase, then the Aggregate Commitment may from time be so increased (up to timethe amount of such approved Facility Increase, request an in the aggregate) by having one or more New Lenders increase the amount of their then existing Commitments or become Lenders with a new Commitment hereunder, subject to and in accordance with the provisions of this Section 2.5. Any Facility Increase shall be subject to the following limitations and conditions: (A) any increase (in the aggregate) in the Aggregate Commitment and the amount (in the aggregate) of any new Commitment of any New Lender or the amount (in the aggregate) of any increase in the aggregate amount Commitment of any New Lender, shall (unless otherwise agreed by the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent) not be less than $5,000,000 (and shall be in integral multiples of $1,000,000 if in excess thereof); (B) no Facility Increase shall increase the Aggregate Commitment to an amount in excess of the Maximum Commitment Limit; (C) the Borrower and each New Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit 2.5 hereto, and the Administrative Agent may agreeshall have accepted and executed the same; (D) the Borrower shall have executed and delivered to the Administrative Agent such Revolving Notes as the Administrative Agent shall require to effect such Facility Increase; (E) the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions delivered pursuant to Section 3.1(c), modified to apply to the Facility Increase and each Revolving Note and Commitment and Acceptance executed and delivered in connection therewith); (iiF) all Incremental Revolving Increases the Guarantors shall in writing have consented to the Facility Increase and have agreed that their Guaranties continue in full force and effect and also apply to the Facility Increase; and (G) the Borrower and each New Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase. The form and substance of the documents required under clauses (A) through (G) above shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) . The Administrative Agent shall be satisfied or waived. At the time of sending such notice, the Parent 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 provide written notice to all of the Lenders)Lenders hereunder of any Facility Increase.

Request for Increase. Upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower Borrowers may from time to time, time request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) one or establishing a more new (or increasing an existing) tranche of pari passu term loans (each such tranche, an the “Incremental Additional Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental FacilitiesLoans”), which Additional Term Loans will be a new tranche of term loans under this Agreement, or one or more Additional Revolving Loan Commitments; provided that (i) both at the time of any such request and upon the effectiveness of any Additional Loan Joinder Agreement referred to below, no Event of Default or Default exists or would exist after giving effect thereto, (ii) the Borrowers shall be in compliance with Section 7.11 on a Pro Forma Basis, as if such Additional Term Loans or Additional Revolving Loan Commitments, as applicable, had been outstanding and fully borrowed on the last day of such Test Period, (iii) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the Term Loans outstanding prior to such proposed incurrence of Additional Term Loans (the “Outstanding Term Loans”), (iv) the applicable yield with respect to any Additional Term Loans shall be determined by the Borrowers and the Lenders of the Additional Term Loans; provided that in the event that the applicable yield for any Additional Term Loans is greater than the applicable yield for the Outstanding Term Loans by more than 0.50%, then the applicable yield for the Outstanding Term Loans shall be increased to the extent necessary so that the applicable yield for the Additional Term Loans is not more than 0.50% higher than the applicable yield for the Outstanding Term Loans; provided, further, that, solely for purposes of determining the applicable yield with respect to Additional Term Loans or Outstanding Term Loans pursuant to this clause (iv), (x) the applicable yield with respect to any Additional Term Loans or Outstanding Term Loans shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable by the Borrowers to the Lenders providing such Additional Term Loans or such Outstanding Term Loans (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Arrangers (or their Affiliates) in connection with the Outstanding Term Loans or to one or more arrangers (or their Affiliates) of the Additional Term Loans shall be excluded, and (z) if the lowest Eurodollar Rate or lowest Base Rate applicable to the Additional Term Loans is higher than the Eurodollar Rate or Base Rate then applicable to the Outstanding Term Loans, then the Eurodollar Rate and the Base Rate for the Additional Term Loans shall be equated to the Eurodollar Rate and Base Rate then applicable to the Outstanding Term Loans for purposes of determining the applicable yield pursuant to this clause (iv); (v) the applicable yield with respect to any Additional Revolving Loan Commitments shall be determined by the Borrowers and the Lenders of the Additional Revolving Loan Commitments; provided that in the event that the applicable yield for any Additional Revolving Loan Commitments is greater than the applicable yield for the Revolving Loans and Revolving Loan Commitments outstanding prior to such proposed incurrence of Additional Revolving Loan Commitments (the “Outstanding Revolving Loans”), then the applicable yield for the Outstanding Revolving Loans shall be increased to the extent necessary so that the applicable yield for the Additional Revolving Loan Commitments is equal to the applicable yield for the Outstanding Revolving Loans; provided, further, that, solely for purposes of determining the applicable yield with respect to Additional Revolving Loan Commitments pursuant to this clause (v), (x) the applicable yield with respect to any Additional Revolving Loan Commitments shall be deemed to include all upfront or similar fees or OID payable by the Borrowers to the Lenders providing such Additional Revolving Loan Commitments or such Outstanding Revolving Loans (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Arrangers (or their Affiliates) in connection with the Outstanding Revolving Loans or to one or more arrangers (or their Affiliates) of the Additional Revolving Loan Commitments shall be excluded, and (z) if the lowest Eurodollar Rate or lowest Base Rate applicable to the Additional Revolving Loan Commitments is higher than the Eurodollar Rate or Base Rate then applicable to the Outstanding Revolving Loans, then the Eurodollar Rate and the Base Rate for the Additional Revolving Loan Commitments shall be equated to the Eurodollar Rate and Base Rate then applicable to the Outstanding Revolving Loans for purposes of determining the applicable yield pursuant to this clause (v), (vi) the terms and conditions of the Outstanding Revolving Loans shall be identical to the terms and conditions of the Additional Revolving Loan Commitments; (vii) the Total Net Leverage Ratio as of the last day of the Test Period does not exceed 3.25:1.00 on a Pro Forma Basis, as if such Additional Term Loans or Additional Revolving Loan Commitments, as applicable, had been outstanding and fully borrowed on the last day of such Test Period, (viii) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if 20,000,000; (ix) the Borrowers may make a maximum of three such amount represents all remaining availability under requests and (x) the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower Additional Term Loans and the Administrative Agent may agree), (ii) all Incremental Additional Revolving Increases Loans shall be on rank pari passu in right of payment and of security with the same terms as the Outstanding Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower Loans and the Lenders providing such Incremental Outstanding Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedLoans. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) Borrowers shall specify the time period within which identity of each Lender is requested Eligible Assignee (and any existing Lender) to respond (which shall in no event be less than ten Business Days from whom the date of delivery Borrowers propose any portion of such notice Additional Term Loans or Additional Revolving Loan Commitments be allocated and the amounts of such allocations; provided, however, that (A) any existing Lender approached to provide all or a portion of the LendersAdditional Term Loans or the Additional Revolving Loan Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Additional Term Loans or to provide a pro rata portion (based on its Pro Rata Share of the outstanding Revolving Loan Commitments) of any Additional Revolving Loan Commitments offered to it and (B) any Eligible Assignee that is not an existing Lender (a “New Additional Lender”) shall be approved by the Administrative Agent and the Borrowers and, in the case of Additional Revolving Loan Commitments only, the Swing Line Lender and the L/C Issuer (such approvals not to be unreasonably withheld or delayed) (each New Additional Lender or existing Lender, an “Additional Lender”).

Request for Increase. Upon written Provided there exists no Default or Event of Default, or no Default or Event of Default would occur as a result of such increase, upon notice to the Administrative AgentAgent from the Parent’s Chief Financial Officer (which shall promptly notify the Lenders), the Parent Borrower Borrowers may from time to time, request an increase in the Total Commitment in excess of the initial Total Commitments of $500,000,000 by an aggregate amount of the Facilities to an amount (for all such requests) not exceeding $1,000,000,000 in 250,000,000 (the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Maximum Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (ia) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if 50,000,000, (b) the Borrower may make a maximum of three (3) such amount represents all remaining availability under requests and (c) that the aggregate limit in respect of the increases set forth above (or all such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are requests does not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedexceed $250,000,000. At the time of sending such notice, the Parent Borrower Borrowers (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 (10) Banking Days from the date of delivery of such notice to the Lenders). Notwithstanding anything to the contrary in this Section 2.7, the aggregate amount of the Maximum Increase shall automatically be reduced to $100,000,000 (inclusive of all prior increases effected pursuant to this Section 2.7) on the earlier of (a) June 30, 2008, if the VECO Acquisition has not been consummated by such date, and (b) ten (10) Banking Days after the date the Parent, on behalf of the Borrowers, delivers written notice to the Agent that the VECO Purchase Agreement has been terminated without the VECO Acquisition having been consummated. To the extent the aggregate amount of the Total Commitments has been increased prior to such date pursuant to this Section 2.7 by more than $100,000,000, such reduction shall have the effect of reducing the Total Commitment by the amount that the sum of such prior increases of the Total Commitment pursuant to this Section 2.7 exceeds $100,000,000 (which reduction of the Total Commitment shall ratably reduce each Lender’s Commitment), and the Borrowers shall, immediately after and giving effect to such reduction, if necessary, make a principal payment to the Agent for the account of the Lenders as required by Section 4.3.1.

Request for Increase. Upon Provided that no Event of Default shall have occurred and is then continuing, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may from time to time, time request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing the establishment of a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an a “Incremental Term Loan FacilityTL Tranche”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility TL Tranche and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) after giving effect to each such increase or establishment, the sum of the Revolving Credit Facility and the aggregate principal amount of all TL Tranches shall not exceed $1,500,000,000 in the aggregate, (ii) any such request for an increase or establishment shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth in clause (i) above (or such lesser amount as the Parent Borrower and the Administrative Agent may reasonably agree), (iiiii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, and (iiiiv) each Incremental Term Loan Facility shallall commitments increased or established, subject to clause (ii)(y) and all loans provided, as part of the second proviso to Section 10.01, a TL Tranche shall be on terms agreed to by the Parent Administrative Agent, the Borrower and the Lenders providing such Incremental Term Loan Facility, TL Tranche; provided, that if the terms final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a any then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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).

Request for Increase. Upon written Provided there exists no Default, the Company may, at any time after the expiration of the Covenant Relief Period and from time to time thereafter, request, by notice to the Administrative Agent, the Parent Borrower may from time to time, request Administrative Agent’s approval of an increase of the aggregate Revolving Commitments (a “Revolving Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Revolving Commitment Increase. The Administrative Agent shall notify all the Lenders of any such request and provide them the first right to participate in the same proportions that their respective Applicable Percentages bear to those of all the Lenders who elect to participate therein. Within twenty (20) days of such request, the Administrative Agent shall advise the Company of its approval or disapproval of such request; failure to so advise the Company shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the aggregate Revolving Commitments may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Facilities Lenders increase the amount of their then existing Revolving Commitments and, if the existing Lenders do not choose to participate to the extent necessary for the applicable Revolving Commitment Increase to be provided entirely by the existing Lenders, by having one or more new banks or financial institutions become the Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and conditions: any Revolving Commitment Increase shall not be less than $10,000,000 (and shall be in integral multiples of $10,000,000 if in excess thereof); no Revolving Commitment Increase shall increase the aggregate Revolving Commitments to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount excess of $25,000,000 or any lesser amount if such amount represents all remaining availability under 250,000,000; the aggregate limit provisions of Section 9.04(b) shall apply in respect of any Increasing Lender that is not a Lender before the increases set forth above (or Revolving Commitment Increase, as if such lesser amount as Increasing Lender were an assignee of a Revolving Commitment, the Parent Borrower Borrowers shall have executed and delivered to the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms such Note or Notes as the applicable Increasing Lender requests to reflect such Revolving Credit FacilityCommitment Increase (or, (iii) each Incremental Term Loan Facility shallin the case of a new Lender, subject to clause (ii)(y) such Lender’s Revolving Commitment); the Company shall have delivered a certificate executed by an Authorized Officer of the second proviso to Section 10.01, be on terms agreed to by Company and dated the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms effective date of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan FacilityRevolving Commitment Increase, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) effect that the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At (with all references in such paragraphs to a Borrowing being deemed to be references to such Revolving Commitment Increase and attaching resolutions of the time of sending Borrowers approving such noticeRevolving Commitment Increase); the Subsidiary Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their respective Subsidiary Guaranties continue in full force and effect; and the Company, the Parent Borrower Subsidiary Guarantors and each Increasing Lender shall have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Revolving Commitment Increase, in the case of the documents required under clauses (iv) through (vii) above, in consultation with form and substance reasonably satisfactory to the Administrative Agent) . 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 provide written notice to all of the Lenders)Lenders hereunder of any Revolving Commitment Increase.

Request for Increase. Upon written notice to the Administrative AgentThe Company may, the Parent Borrower may from time to time, request an increase in by notice to the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase Administrative Agent (x) one or more increases in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”) or establishing a new (y) one or increasing an existing) tranche of pari passu more term loans loan tranches to be made available to the Company (each such trancheeach, an “Incremental Term Loan FacilityLoan”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental each Revolving Increase are collectively Credit Increase, collectively, referred to as the “Incremental FacilitiesIncreases”); 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 $500,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section) and the aggregate limit in respect Company may make a maximum of five such requests; (iii) no Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the increases set forth above Swing Line Lender; (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iiiiv) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to shall have an Applicable Rate or pricing grid as determined by the Parent Borrower and the Lenders providing such Incremental Term Loan FacilityLoans and the Company; (v) except as provided above, provided, that if the all other terms of such and conditions applicable to any Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company (iv) the conditions it being understood that if any terms taken as a whole are materially more favorable to the making of a Credit Extension set forth in Section 4.02 (other applicable Lenders providing such Incremental Term Loan than Section 4.02(c)) shall be satisfied or waived. At the time of sending such noticethose applicable under this Agreement, the Parent Borrower (in consultation with as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); and (vi) each Incremental Increase shall specify the time period within which each Lender is requested to respond (which constitute Obligations hereunder and shall in no event be less than ten Business Days from the date of delivery of such notice guaranteed, to the Lendersextent constituting Obligations of any Designated Borrower, pursuant to the terms of the Company Guaranty on a pari passu basis with the other Obligations hereunder. (b).

Request for Increase. Upon At any time after the Closing Date and prior to the Maturity Date, upon written notice to the Administrative AgentAgent by the Borrower, the Parent Borrower may from time shall have the right to time, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase Facility by requesting an increase in any then-existing component of the Revolving Credit Facility (each such increase, an “Incremental Revolving Term Loan Increase”) and/or the addition of one or establishing a more new (or increasing an existing) tranche of pari passu term loans loan facilities (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and each Incremental Revolving Term Loan Increase are collectively referred to as “Incremental FacilitiesIncreases”)) to an amount not exceeding $1,500,000,000 in the aggregate after giving effect to all such Incremental Increases, in which event the Agent will amend Schedule 1 to reflect the increased share of the Facility of each existing Bank, if any, that has agreed in writing to an Incremental Increase and to add any third party financial institution that may have become a party to, and a “Bank” under, this Agreement in connection with an Incremental Increase and the Commitment Percentages of each Bank after giving effect to such Incremental Increase; provided that (i) any such request for an increase shall each Incremental Increase must be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit 10,000,000 and in respect integral multiples of the increases set forth above $5,000,000 in excess thereof (or such lesser amount other amounts as are agreed to by the Parent Borrower and the Administrative Agent may agreeAgent), (ii) all each Incremental Revolving Increases Term Loan Increase shall be on the same terms (including the maturity date) as a then-existing component of the Revolving Credit Facility, (iii) the terms and conditions of each Incremental Term Loan Facility shall, subject to clause (ii)(yii) of the second proviso to Section 10.01last paragraph of §28, be on terms agreed to by the Parent Borrower and the Lenders Banks providing such Incremental Term Loan FacilityFacility and, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then then-existing Incremental Term Loan component of the Facility, the administrativeoperational, technical and operational administrative provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Bank or any Person that meets the requirements to be an Eligible Assignee to provide all or a portion of the requested increase; provided that (x) any Bank offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Bank unless all requisite consents, if any, required under §20.1 shall have been obtained and (ivz) the conditions to the making of a Credit Extension Loan set forth in Section 4.02 (other than Section 4.02(c)) §13 shall be satisfied or waived. At Neither the time of sending such notice, the Parent Borrower (in consultation with Arrangers nor the Administrative Agent) 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 have any responsibility for arranging any such notice to the Lenders)Incremental Increase without their prior written consent.

Request for Increase. Upon Provided (i) there exists no Default, (ii) after giving effect thereto, the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, (iii) the Borrowing Base exceeds the Borrowing Base Obligations at such time and (iv) the incurrence of such Debt and the Liens securing such Debt shall be permitted under the Related Documents and all other documents evidencing Debt incurred pursuant to Section 5.02(b)(i)(C), upon written notice to the Administrative Paying Agent, the Parent Borrower may may, from time to time, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting (x) an increase in the Revolving Credit Facility (each such increasean “Incremental Revolving Credit Facility”) or (y) the addition of one or more new term loan facilities (each an “Incremental Term Facility” and, together with any Incremental Revolving Credit Facility, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided, that in no event shall the aggregate principal amount of all Incremental Facilities incurred after the Effective Date exceed $400,000,000; provided further that (i) any such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under 25,000,000. If the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the elects to request that existing Revolving Credit Lenders participate in an Incremental Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At at the time of sending such notice, the Parent Borrower shall request that the Paying Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Administrative Paying Agent) shall specify the time period within which each Revolving Credit 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 Revolving Credit Lenders).

Request for Increase. Upon written notice to the Administrative AgentThe Borrower may, the Parent Borrower may from time to time, request an increase in by written notice to the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase Administrative Agent (x) one or more increases in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”), (y) one or more increases in the Term A Facility (each, a “Term A Loan Increase”) or establishing a new (z) one or increasing an existing) tranche of pari passu more term loans loan tranches to be made available to the Borrower (each such trancheeach, an “Incremental Term Loan FacilityLoan”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan, each Revolving Credit Increase and each Term A Loan Facility and Incremental Revolving Increase are collectively Increase, collectively, referred to as the “Incremental FacilitiesIncreases”); 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 $250,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 10,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section) and the aggregate limit in respect Borrower may make a maximum of five such requests (excluding any requests that are not consummated); (iii) no Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the increases set forth above Swing Line Lender; (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (iiiv) all Incremental Revolving Increases shall be on the same terms as the any Revolving Credit Increase may, at the request of the Borrower, be available for the issuance of Letters of Credit within the limits of the L/C Issuer Sublimits; (v) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term A Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term A Facility, ; (iiivi) each Incremental Term Loan Facility shallshall (A) rank pari passu in right of payment, subject to clause prepayment, voting and/or security with the Term A Loans and (ii)(yB) of the second proviso to Section 10.01, be on terms agreed to shall have an Applicable Rate or pricing grid as determined by the Parent Borrower and the Lenders providing such Incremental Term Loans and the Borrower; (vii) except as provided above, all other terms and conditions applicable to any Term A Loan Increase or Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Term A Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable satisfactory to the Administrative Agent, the applicable Lenders providing such Term A Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms, taken as a whole, are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); and (ivviii) the conditions each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the making of Guaranty, Collateral Agreement and the other Security Instruments on a Credit Extension set forth in Section 4.02 pari passu or (other than Section 4.02(c)if agreed to by the Lenders providing such Incremental Term Loan) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower junior basis (in consultation with subject to intercreditor documentation reasonably satisfactory to the Administrative Agent) shall specify with 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)other Obligations hereunder.

Request for Increase. Upon written notice Unless a Default or an Event of Default has occurred and is then continuing, so long as Borrowers shall not have elected to permanently reduce the Commitments hereunder and except as otherwise provided herein, Administrative Agent, the Parent Borrower may from time to time, request an make a maximum of two (2) requests that the Lenders increase their Commitments hereunder in the aggregate amount minimum increments of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility 5,000,000 (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche Uncommitted Accordion Activation” and the amount of pari passu term loans (each such trancheincrease, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental FacilitiesUncommitted Accordion Amount”); provided that (i) any Administrative Borrower shall have made such request for an increase to Agent (which shall be in a minimum amount of $25,000,000 promptly notify the Lenders) on or any lesser amount if such amount represents all remaining availability under subsequent to the aggregate limit in respect of Effective Date but no later than one hundred eighty (180) days prior to the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree)Termination Date, (ii) all Incremental Revolving Increases in no event shall the Commitments be on increased pursuant to this Section 2.2(h) by an amount which exceeds, in the same terms as the Revolving Credit Facilityaggregate, $250,000,000, (iii) each Incremental Term Loan Facility shallno Default or Event of Default will occur as a result of such Uncommitted Accordion Activation, (iv) no default or event of default will occur under any other agreement of Indebtedness as a result of such Uncommitted Accordion Activation, (v) Borrowers shall pay Agent (for the ratable benefit of the Uncommitted Accordion Lenders, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower any letter agreement between Agent and the Uncommitted Accordion Lenders), such fees and other compensation as Borrowers, Agent and the Uncommitted Accordion Lenders providing such Incremental Term Loan Facility, provided, that if shall agree based upon current market conditions at the terms time of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative AgentUncommitted Accordion Activation, and (ivvi) the conditions to the making of a Credit Extension set forth in Section 4.02 Borrowers shall pay Agent (other than Section 4.02(c)solely for its own benefit) such arrangement fees as Borrowers and Agent shall be satisfied or waivedagree. At the time of sending making any such noticerequest, the Parent Administrative 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. Upon Provided there exists no Default, upon written notice to the Administrative Agent, the Parent Borrower may may, at any time and from time to timetime after the Closing Date, request an to increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase 225,000,000 by requesting an increase in the Revolving Credit Term Facility (each such increase, an “Incremental Revolving Term Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans facility (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Term Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all each Incremental Revolving Increases Term Increase shall be on the same terms as the Revolving Credit Term Facility, (iiiii) the terms and conditions of each Incremental Term Loan Facility shallwill be determined by the Borrower and the lenders under such Incremental Term Loan Facility and consented to by the Administrative Agent, such consent, subject to clause (ii)(yiii) of the second last proviso to Section 10.01, not to be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facilityunreasonably withheld, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agentconditioned or delayed, and (iviii) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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). Each notice from the Borrower pursuant to this Section 2.16(a) shall specify (i) whether it proposes an Incremental Term Increase or an Incremental Term Loan Facility, (ii) if it proposes an Incremental Term Loan Facility, the proposed terms thereof and (iii) the identity of each Lender and each Eligible Assignee that it has approached or proposes to approach to provide all or a portion of such Incremental Facility (subject in each case to any requisite consents required under Section 10.06). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice 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 such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. Upon written After the Closing Date, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may from time to time, (x) request an increase in the aggregate amount Term Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each a “Term Commitment Increase”) to be made available to the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting Borrower and (y) request an increase in the Revolving Credit Facility Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each such increase, an a “Incremental Revolving Credit Commitment Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such trancheto be made available to the Borrower; provided, an “Incremental Term Loan Facility”in either case, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase Term Commitment Increase shall be in a minimum amount of $25,000,000 5,000,000 or increments of $1,000,000 in excess thereof; (ii) any lesser such Revolving Credit Commitment Increase shall be in a minimum amount if such amount represents all remaining availability under of $2,000,000 or increments of $1,000,000 in excess thereof; (iii) except in the aggregate limit in respect case of a bridge loan, the terms of which provide for an automatic extension of the increases maturity date thereof, subject to customary conditions, to a date that is not earlier than the Scheduled Maturity Date of the Term Facility, the scheduled maturity date of any such Term Commitment Increase and/or Revolving Credit Commitment Increase shall be no earlier than the Scheduled Maturity Date of the Term Facility and/or Revolving Credit Facility, as applicable (other than in the case of any Permitted Earlier Maturity Debt); (iv) the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Commitment Increase (each an “Incremental Term Loan”) shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Facility at the time of the closing of such Term Commitment Increase (other than in the case of any Permitted Earlier Maturity Debt); (v) solely with respect to any Term Commitment Increase that (1) is in excess of $85,000,000, (2) is incurred pursuant to the Incremental Test Ratios, (3) is secured on a pari passu basis with the Term Loans, (4) has an outside maturity date that is earlier than the two year anniversary of the Scheduled Maturity Date of the Term Facility, (5) is not incurred in connection with a Permitted Acquisition, IP Acquisition or other similar Investment and (6) entered into on or prior to the first anniversary of the Closing Date, the Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 75 basis points (the amount of such excess above 75 basis points being referred to herein as the “Yield Differential”); provided that, in order to comply with this clause (v) the Borrower may increase the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of such Incremental Term Loan; (vi) except to the extent permitted under this Section 2.14 or otherwise as set forth above (or herein, any such lesser amount as Commitment Increase shall be on terms and pursuant to documentation to be determined by the Parent Borrower and the Administrative Agent may agree)lender(s) providing such Commitment Increase; provided that the covenants and events of default applicable to such Commitment Increase, taken as a whole, shall either, at the Borrower’s option, (iix) all Incremental Revolving Increases shall reflect market terms and conditions at the time of incurrence or effectiveness (as determined by the Borrower in good faith) or (y) be on no more favorable in any material respect to the same terms as lenders providing such Commitment Increase than those applicable to the Term Facility or the Revolving Credit Facility, as applicable (iiias reasonably determined by the Borrower and the Administrative Agent) each Incremental Term Loan Facility shall, subject to clause (ii)(y) except for provisions applicable only after the Scheduled Maturity Date of the second proviso Term Facility or Revolving Credit Facility, as applicable), unless such covenants and events of default are also added for the benefit of the Lenders; and (vii) any Commitment Increase may be available in Dollars or any other currency reasonably acceptable to Section 10.01, be on terms agreed to by the Parent Borrower Administrative Agent and the Lenders providing such Commitment Increase. Any Incremental Term Loan Facility, provided, Commitments effected through the establishment of one or more new revolving credit commitments (and revolving credit loans thereunder) or term loan commitments made on an Increase Effective Date that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same fungible for U.S. federal income tax purposes with an existing Class of Revolving Credit Commitments (and Revolving Credit Loans thereunder) or Term Loans, as the terms of a then existing Incremental Term Loan Facilityapplicable, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making designated a separate Class of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time Incremental Commitments for all purposes of sending such notice, the Parent 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)this Agreement.

Request for Increase. Upon Provided there exists no Default, upon written notice to the Administrative Agent, the Parent Borrower may may, at any time and from time to time, request an to increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase 1,750,000,000 by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term Facility (each such increase, an “Incremental Term Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans facility (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and each Incremental Revolving Increase, and Incremental Term Increase are collectively referred to as “Incremental Facilities”); provided that (i) the maturity date of any such request for an increase Incremental Revolving Increase shall be no earlier than the Revolving Maturity Date in a minimum amount effect at such time, the maturity date of $25,000,000 or any lesser amount if such amount represents all remaining availability under Incremental Term Increase and any Incremental Term Loan Facility shall be no earlier than the aggregate limit in respect of the increases set forth above (or such lesser amount Term Loan Maturity Date, as the Parent Borrower and the Administrative Agent may agree)applicable, (ii) all except in the case of an Incremental Revolving Increases Term Loan Facility, each such Incremental Facility shall be on the same terms as the Revolving Credit FacilityFacility being increased, (iii) the terms and conditions of each Incremental Term Loan Facility shallwill be determined by the Borrower and the lenders under such Incremental Term Loan Facility and consented to by the Administrative Agent, such consent, subject to clause (ii)(yiii) of the second last proviso to Section 10.01, not to be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facilityunreasonably withheld, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agentconditioned or delayed, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c) and (d)) shall be satisfied or waived. At the time of sending such notice, the Parent 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). Each notice from the Borrower pursuant to this Section 2.16(a) shall specify (i) whether it proposes an Incremental Revolving Increase, an Incremental Term Increase or an Incremental Term Loan Facility, (ii) if it proposes an Incremental Term Loan Facility, the proposed terms thereof and (iii) the identity of each Lender and each Eligible Assignee that it has approached or proposes to approach to provide all or a portion of such Incremental Facility (subject in each case to any requisite consents required under Section 10.06). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice 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 such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. Upon written Provided there exists no Event of Default, and no Event of Default would be caused thereby and the Total Revolving Credit Commitment has not been previously reduced in accordance with Section 2.13 hereof, upon notice to the Administrative AgentAgent and the Lenders, the Parent Borrower may on the Closing Date and from time to time, time thereafter prior to the Revolving Credit Maturity Date request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate Revolving Credit Commitments so long as, after giving effect to thereto, the Total Revolving Credit Commitment does not exceed $125,000,000, and no such increase shall result in any increase in the Letter of Credit Sublimit or the Swingline Sublimit. The Agent may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”) or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitment or extend a Revolving Credit Commitment, as the case may be; provided that each Augmenting Lender shall be subject to the reasonable approval of the Agent and the Borrower, and each Increasing Lender and each Augmenting Lender executes documentation in form and content satisfactory to the Agent to either become a party to this Agreement or reflect the increase of such Lender’s Revolving Credit Commitment under this Agreement. At the time of sending a notice requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan FacilityCommitments, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) 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 LendersLenders (“Notice Period”).

Request for Increase. Upon At any time, Company may by written notice to Administrative Agent elect to request the Administrative Agent, the Parent Borrower may from time to time, request an increase in the aggregate amount establishment of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase one or more increases in the Revolving Credit Facility Loan Commitments (each any such increase, an “Incremental Revolving IncreaseLoan Commitment”) or establishing a new (or increasing an existing) tranche of pari passu term to make incremental revolving loans (each any such trancheincremental revolving loans, an the “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental FacilitiesLoans”); provided that (i) the total aggregate amount for all such Incremental Revolving Loan Commitments will not (as of any such request date of incurrence thereof) exceed $25,000,000, and (ii) the total aggregate amount for an increase shall each Incremental Revolving Loan Commitment (and the Incremental Revolving Loans made thereunder) will not be in less than a minimum principal amount of $25,000,000 or 10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (i). Each such notice will specify the date (each, an “Increased Amount Date”) on which Company proposes that any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall Loan Commitment will be on the same terms as the Revolving Credit Facilityeffective, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, which will be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are a date not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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 after the date of delivery of on which such notice is delivered to the LendersAdministrative Agent. Company may invite any Lender, any Affiliate of any Lender, and/or any Approved Fund, and/or any other Person reasonably satisfactory to Administrative Agent, to provide an Incremental Revolving Loan Commitment (any such Person, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Loan Commitment.

Request for Increase. Upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may from time to timetime prior to the then applicable Maturity Date, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or establishing a new (add one or increasing an existing) tranche more tranches of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)) to an amount (giving effect to all such Incremental Facilities) not exceeding $500,000,000; provided that (i) any such request for an increase shall must be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit 5,000,000 and in respect integral multiples of the increases set forth above $1,000,000 in excess thereof (or such lesser amount other amounts as are agreed to by the Parent Borrower and the Administrative Agent may agreeAgent), (ii) all each Incremental Revolving Increases Increase shall be on the same terms (including maturity date) as the Revolving Credit Facility, (iii) Aggregate Commitments and each increase of an existing Incremental Term Loan Facility shallshall be on the same terms (including maturity date) as such existing Incremental Term Loan Facility, and (iii) the terms and conditions of each newly established Incremental Term Loan Facility, subject to clause (ii)(yii) of the second last proviso to Section 10.01, if applicable, will be on terms agreed to determined by the Parent Borrower and the Lenders providing lenders under such Incremental Term Loan FacilityFacility and consented to by, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrativeoperational, technical and operational administrative provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such Lenders).

Request for Increase. Upon written Provided there exists no Default, upon notice to the Administrative Agent, the Parent Borrower Company may from time to time, time request an increase in (a) prior to the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in Maturity Date for the Revolving Credit Facility Facility, an increase to the existing Revolving Credit Commitments (which increase may take the form of new and/or additional revolving tranches (which additional revolving tranches may include additional Alternative Currency Sublimits and additional approved Alternative Currencies)) (each such increase, an “Incremental Revolving IncreaseCommitment”) and/or (b) the establishment of one or establishing a more new term loan commitments (or increasing an existing) tranche of pari passu term loans (each such trancheeach, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental FacilitiesCommitment”), by an aggregate amount (for all such requests) not exceeding $300,000,000; provided that the Company may make a maximum of two such requests. Each such request shall specify (i) the date (each, an “Increase Effective Date”) on which the Company proposes that the Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed to by the Administrative Agent) and (ii) the identity of each Eligible Assignee to whom the Company proposes any portion of such request for an increase Incremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in a minimum an aggregate amount of at least $25,000,000 or any lesser 10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the increases Incremental Commitments set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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 Lendersabove).

Request for Increase. Upon written After the Closing Date, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may from time to time, (x) request 83 an increase in the aggregate amount Term Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each a “Term Commitment Increase”) to be made available to the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting Borrower and (y) request an increase in the Revolving Credit Facility Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each such increase, an a “Incremental Revolving Credit Commitment Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such trancheto be made available to the Borrower; provided, an “Incremental Term Loan Facility”in either case, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase Term Commitment Increase shall be in a minimum amount of $25,000,000 5,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit increments of $1,000,000 in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), excess thereof; (ii) all Incremental any such Revolving Increases Credit Commitment Increase shall be on in a minimum amount of $2,000,000 or increments of $1,000,000 in excess thereof; (iii) except in the same case of a bridge loan, the terms as of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the Scheduled Maturity Date of the Term Facility, the scheduled maturity date of any such Term Commitment Increase and/or Revolving Credit Commitment Increase shall be no earlier than the Scheduled Maturity Date of the Term Facility and/or Revolving Credit Facility, as applicable; (iiiiv) the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Commitment Increase (each an “Incremental Term Loan”) shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Facility at the time of the closing of such Term Commitment Increase; (v) solely with respect to any Incremental Term Loan that is pari passu in right of payment and security with the existing Term Facility, the Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility shallby more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”); provided that, subject in order to comply with this clause (ii)(yv) the Borrower may increase the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of such Incremental Term Loan; (vi) except to the second proviso to extent permitted under this Section 10.012.14 or otherwise as set forth herein, any such Commitment Increase shall be on terms agreed and pursuant to documentation to be determined by the Parent Borrower and the lender(s) providing such Commitment Increase; provided that the covenants (other than pricing, interest rate floors, discounts, fees and optional redemption provisions) and events of default applicable to such Commitment Increase, taken as a whole, shall either, (x) be mutually reasonably satisfactory to the Administrative Agent and the Borrower or (y) not be materially less favorable (when taken as a whole) to the Borrower than those applicable to the Term Facility (when taken as a whole) or the Revolving Credit Facility (when taken as a whole), as applicable (as reasonably determined by the Borrower) (except for provisions applicable only after the Scheduled Maturity Date of the Term Facility or Revolving Credit Facility, as applicable), unless such covenants and events of default are also added for the benefit of the Lenders; and (vii) any Commitment Increase may be available in Dollars or any other currency reasonably acceptable to the Administrative Agent and the Lenders providing such Commitment Increase. Any Incremental Term Loan Facility, provided, Commitments effected through the establishment of one or more new revolving credit commitments (and revolving credit loans thereunder) or term loan commitments made on an Increase Effective Date that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same fungible for U.S. federal income tax purposes with an existing Class of Revolving Credit Commitments (and Revolving Credit Loans thereunder) or Term Loans, as the terms of a then existing Incremental Term Loan Facilityapplicable, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making designated a separate Class of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time Incremental Commitments for all purposes of sending such notice, the Parent 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)this Agreement.

Request for Increase. Upon written Provided there exists no Default or Event of Default, and no Default or Event of Default would be caused thereby, the Company may request upon notice to the Administrative AgentAgent and the Lenders, the Parent Borrower may from time to time, request an increase in the aggregate Aggregate Commitments in minimum amounts of $10,000,000 and whole multiples of $10,000,000 for amounts in excess of such minimum amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate so long as, after giving effect to thereto, the Aggregate Commitments do not exceed $330,000,000. In the event the Increasing Lenders (as defined below) do not commit the full increase requested, Company may select, in consultation with the Administrative Agent, such increase to be provided by requesting one or more Lenders (each Lender so agreeing to an increase in the Revolving Credit Facility its Commitment an “Increasing Lender”) one or more new banks, financial institutions or other entities (each such increasenew bank, financial institution or other entity, an “Incremental Revolving IncreaseAugmenting Lender”) ), to extend a Commitment; provided that each Augmenting Lender shall be subject to the reasonable approval of the Administrative Agent and the reasonable approval of the Company, and provided further that each Increasing Lender and each Augmenting Lender executes documentation in form and content satisfactory to the Administrative Agent to either become a party to this Agreement or establishing a new (or increasing an existing) tranche reflect the increase of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”▇▇▇▇▇▇’s Commitment under this Agreement, it being understood that an increase all terms and conditions of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under identical to the aggregate limit in respect terms and conditions of the increases set forth above (or credit facility described herein prior to such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedincrease. At the time of sending such noticea notice requesting an increase in the Commitments, the Parent Borrower (in consultation with the Administrative Agent) 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 LendersLenders (“Notice Period”).

Request for Increase. Upon written Provided (i) there exists no Event of Default, and no Event of Default would be caused thereby, and (ii) the Total Commitment has not been previously reduced in accordance with Section 2.13 hereof, the Company may request upon notice to the Administrative AgentAgent and the Lenders, the Parent Borrower may from time to time, request an increase in the aggregate Total Commitment in minimum amounts of $50,000,000 and whole multiples of $10,000,000 for amounts in excess of such minimum amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate so long as, after giving effect to such increase by requesting an increase in thereto, the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche Total Commitment does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an exceed $1,500,000,000. In the event the Increasing Lenders do not commit the full increase shall be requested, Company may select, in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to consultation with the Administrative Agent, and such increase to be provided by one or more Lenders (iveach Lender so agreeing to an increase in its Commitment an “Increasing Lender”) the conditions one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to extend a Commitment; provided that each Augmenting Lender shall be subject to the making reasonable approval of the Administrative Agent and the approval of the Company, and provided further that each Increasing Lender and each Augmenting Lender executes documentation in form and content satisfactory to the Administrative Agent to either become a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied party to this Agreement or waivedreflect the increase of such Lender’s Commitment under this Agreement. At the time of sending such noticea notice requesting an increase in the Commitments, the Parent Borrower (in consultation with the Administrative Agent) 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 LendersLenders (“Notice Period”).

Request for Increase. Upon written notice to the Administrative AgentThe Borrower may, the Parent Borrower may from time to time, request an increase in by notice to the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting Administrative Agent (A) an increase in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”), (B) or establishing an increase in the Term A Facility (each, a new “Term A Loan Increase”), (or increasing C) an existing) increase in any then-existing tranche of pari passu term loans Incremental Term Loans (each such trancheeach, an “Incremental Term Loan FacilityIncrease”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility Increase and Incremental Revolving Increase are collectively each Term A Loan Increase, collectively, referred to as the “Term Loan Increases”), (D) one or more term A loan tranches (as determined by the Administrative Agent and the Borrower, taking into account maturity and applicable rates with respect thereto) to be made available to the Borrower (each, an “Incremental FacilitiesTerm A Loan”) or (E) one or more term B loan tranches to be made available to the Borrower (each, an “Incremental Term B Loan”; each Incremental Term A Loan and Incremental Term B Loan, collectively, referred to as the “Incremental Term Loans”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that that: (i) the principal amount for all such Incremental Increases shall not exceed the Incremental Available Amount; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the aggregate limit in respect Letter of Credit Sublimit or the increases set forth above Aggregate Revolving Credit Commitments without the consent of each L/C Issuer under the Revolving Credit Facility (or or, if such lesser amount as the Parent Borrower and the Administrative Agent may agreeincrease applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers), (iiB) all increase the Letter of Credit Commitment of any L/C Issuer without the consent of such L/C Issuer or (C) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no Incremental Revolving Increases Term A Loan shall be on mature earlier than the same terms as latest Maturity Date for the Term A Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term A Facility (or, if applicable, and longer, any prior Incremental Term A Loan); provided that at the option of Borrower, this clause (iv) shall not apply to any Permitted Bridge Indebtedness; (v) no Incremental Term B Loan shall mature earlier than the latest of the latest Maturity Date for the Revolving Credit FacilityFacility then in effect, the latest Maturity Date for the Term A Facility then in effect and the Maturity Date for any other then-existing Incremental Term B Loan then in effect, or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term A Facility or any other then-existing Incremental Term B Loan then in effect; provided that at the option of Borrower, this clause (iiiv) shall not apply to any Permitted Bridge Indebtedness; (vi) each Incremental Term Loan Facility shallshall be pari passu in right of payment, subject to clause prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (ii)(y) of the second proviso to Section 10.01, be on terms unless agreed to be paid after the Term Loans by the Parent Borrower and the Lenders providing such Incremental Term Loan Loan); (vii) [reserved]; (viii) [reserved]; (ix) except as provided above and in Section 2.14(d), all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the applicable Term Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Borrower; and (x) each Incremental Increase shall constitute Obligations hereunder and shall (i) be guaranteed and secured pursuant to the Guaranty and the Collateral Documents on a pari passu basis with the other Obligations hereunder, (ii) not have guarantees from any Person that is not a Loan Party and (iviii) the conditions to the making of a Credit Extension set forth in Section 4.02 (not be secured by assets other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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)Collateral.

Request for Increase. Upon written notice to the Administrative AgentThe Company may, the Parent Borrower may from time to time, request an increase in by notice to the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting Administrative Agent (i) an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (ii) an increase in the Term A US Facility (each, a “Term A US Loan Increase”), (iii) an increase in the Term B Loan Facility (each, a “Term B Loan Increase”; each Term A US Loan Increase and Term B Loan Increase, collectively, referred to as the “Term Loan Increases”), (iv) one or more term A loan tranches to be made available to the Company or (to the extent and on conditions (including, as applicable, satisfaction of KYC requirements) agreed by the Lenders providing such increaseterm A loan tranche) a wholly-owned direct or indirect Restricted Subsidiary of the Company (each, an “Incremental Term A US Loan”) or, (v) one or more term B loan tranches to be made available to the Company or (to the extent and on conditions (including, as applicable, satisfaction of KYC requirements) agreed by the Lenders providing such term B loan tranche) a wholly-owned direct or indirect Restricted Subsidiary of the Company (each, an “Incremental Term B Loan”; each Incremental Term A US Loan and Incremental Term B Loan, collectively, referred to as the “Incremental Term Loans”;) or (vi) one or more revolving credit tranches (but in no event shall there be more than two revolving credit facilities under this Agreement outstanding at any one time) to be made available to the Company (and any Designated Borrower designated with respect thereto in accordance with Section 2.15, and subject to conditions set forth in such section with respect to the designation of a Restricted Subsidiary as a Designated Borrower) (each, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Revolving Facility, each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Facility and Incremental Revolving Increase are collectively Increase, collectively, referred to as the “Incremental FacilitiesIncreases”); provided that (i) the principal amount for all such Incremental Increases, together with the aggregate principal amount of all Incremental Equivalent Debt incurred pursuant to Section 7.02(r), shall not exceed the Maximum Increase Amount; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the aggregate limit in respect Letter of Credit Commitment of any L/C Issuer without the consent of such L/C Issuer, (B) increase the Financial Letter of Credit Sublimit without the consent of each L/C Issuer, (C) increase the Swing Line Sublimit without the consent of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree)Swing Line Lender, (iiD) all increase the Designated Borrower Sublimit without the consent of the Required Revolving Lenders, or (E) increase the Alternative Currency Sublimit without the consent of the Required Revolving Lenders; (iv) no (A) Incremental Revolving Increases Term A US Loan shall be on mature earlier than the same Maturity Date for, or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of, the Term A US Facility (or, if later and/or longer and required by the terms as of such facility, any then-outstanding Incremental Term FacilityA US Loan) or (B) Incremental Term B Loan shall mature earlier than the Revolving Credit FacilityMaturity Date for, or have a shorter weighted average life to maturity than the remaining weighted average life to maturity than any then-outstandingof, the Term B Facility (or, if later and/or longer and required by the terms of such facility, any prior Incremental Term B Loan); provided that, at the option of the Company, (iiix) up to $200,000,000 of principal amount of Incremental Term Loans and Incremental Equivalent Debt, in the aggregate, may have a maturity date earlier than, and a weighted average life to maturity shorter than the remaining weighted average life to maturity of any or all of the then-outstanding Term Facilities and (y) this clause (iv) shall not apply to any Permitted Bridge Indebtedness or any Inside Maturity Indebtedness; (v) each Incremental Term Loan Facility shallshall (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the Term Loans (or, with respect to security, be unsecured), including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans (or not be paid at all) by the Lenders providing such Incremental Term Loan, and except for the addition of an “excess cash flow” prepayment solely for the benefit of any Incremental Term Loan (and any subsequent Incremental Term Loan) as provided below; provided that for the avoidance of doubt, Section 2.05(b)(i) or any other mandatory prepayment may be excluded, at the agreement of the Lenders providing such Incremental Term Loan, from application to such Incremental Term Loan), (and any Incremental Term Loans that are junior in right of payment and/or security shall havebe subject to clause an Acceptable Intercreditor Agreement (ii)(yor other similar documentation) that includes customary prepayment, standstill and other provisions reasonably acceptable to the Administrative Agent and the Company, and shall only share in applicable mandatory prepayments on a junior basis to any Term Loans or Incremental Term Loans that are senior in right of payment and/or security to such Incremental Term Loans), and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Company; provided that, if the Applicable Rate in respect of any Incremental Term B Loan secured by Liens on the Collateral on a pari passu basis the with the Term B Facility issued or incurred after the Amendment No. 1014 Effective Date and on or prior to the date that is six months after the Amendment No. 1014 Effective Date exceeds the Applicable Rate then in effect for the Term B Facility by more than 0.50% for each Type of Loan, then the Applicable Rate for the Term B Facility shall be increased so that the Applicable Rate in respect of the Term B Facility for each Type of Term B Loan is equal to the Applicable Rate for the Incremental Term B Loan for each Type of such Incremental Term B Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.16(a)(v), in determining the Applicable Rate(s) applicable to each Incremental Term B Loan and the Applicable Rate(s) for the Term B Facility, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders under such Incremental Term B Loan or the Term B Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all Term SOFR floors shall be included and (3) customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their affiliates) of any Incremental Term B Loan shall be excluded; (vi) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the second proviso extent not consistent with the terms and conditions applicable to Section 10.01the Term A US Facility (in the case of an Incremental Term A US Loan) or Term B US Facility (in the case of an Incremental Term B Loan), shall be on terms reasonably satisfactory to the Administrative Agent (it being understood for the avoidance of doubt that, any Incremental Term Loan may add “most favored nation” pricing protection with respect to future Incremental Term Loans, any mandatory prepayments, which shall be shared no more than ratably with the Term Loans (other than an “excess cash flow” mandatory prepayment (which shall be shared no more than ratably with the Term B Loans)), maturity and weighted-average life limitations for other Incremental Term Loans and other customary provisions, as agreed to by the Parent Borrower Company and the Lenders providing such Incremental Term Loan Loan); and (vii) each Incremental Revolving Facility shall (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the Revolving Credit Facility (or, with respect to security, be unsecured), including being subject to the same mandatory prepayments under Section 2.05(b) (unless otherwise agreed by the lenders providing such Incremental Revolving Facility, providedbut not subject to any additional mandatory prepayments not applicable to the Revolving Credit Facility), that (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Revolving Facility and the Company, (C) have a maturity date no earlier than the Maturity Date for the Revolving Credit Facility (or, if later and required by the terms of such facility, any then-outstanding Incremental Revolving Facility), and (D) shall have no mandatory amortization or mandatory commitment reductions prior to final maturity and (viii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan or Incremental Revolving Facility that is junior in right of payment, prepayment voting and/or security (or unsecured), shall be secured and guaranteed pursuant to the Guaranty and the Collateral Documents on a pari passu basis with the other than final maturity) are not Obligations hereunder. For the same as avoidance of doubt, any Incremental Increase that is secured by the terms Collateral shall be unsecured upon the occurrence of a then existing Incremental Term Loan Facility(and not otherwise Guaranteed or secured), the administrative, technical including giving effect to any Collateral and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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)Guarantee Release Event.

Request for Increase. Upon written Provided there exists no Event of Default, and no Event of Default would be caused thereby and the Total Revolving Credit Commitment has not been previously reduced in accordance with Section 2.13 hereof, upon notice to the Administrative AgentAgent and the Lenders, the Parent Borrower may on the Closing Date and from time to time, time thereafter prior to the Revolving Credit Maturity Date request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate Revolving Credit Commitments so long as, after giving effect to thereto, the Total Revolving Credit Commitment does not exceed $65,000,000, and no such increase shall result in any increase in the Letter of Credit Sublimit or the Swingline Sublimit. The Agent may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”) or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitment or extend a Revolving Credit Commitment, as the case may be; provided that each Augmenting Lender shall be subject to the reasonable approval of the Agent and the Borrower, and each Increasing Lender and each Augmenting Lender executes documentation in form and content satisfactory to the Agent to either become a party to this Agreement or reflect the increase of such Lender’s Revolving Credit Commitment under this Agreement. At the time of sending a notice requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan FacilityCommitments, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) 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 LendersLenders (“Notice Period”).

Request for Increase. Upon written Provided there exists no Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may from time to time, request an increase in the aggregate principal amount of the Facilities to an amount not exceeding an amount equal to the Dollar Equivalent of $1,000,000,000 1,500,000,0002,500,000,000, through one or more increases in the aggregate after giving effect to such increase by requesting an increase in the existing Revolving Credit Facility (each such increaseeach, an “Incremental Revolving Increase”) ), which increase may take the form of additional Dollar Tranche Commitments or establishing a new Multicurrency Tranche Commitments, and/or increases in the principal amount of the Term Facility (or increasing an existing) tranche of pari passu term loans (each such trancheeach, an “Incremental Term Loan Increase”) and/or the addition of one or more new pari passu tranches of term loans (each an “Incremental Term Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility Facility, Incremental Revolving Increase and Incremental Revolving Term Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of Dollar Equivalent of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree)5,000,000, (ii) all each Incremental Revolving Increases Increase shall be on the same terms (including maturity date) as the Revolving Credit Facility, each Incremental Term Increase shall be on the same terms (including maturity date) as the Term Facility, and each increase of an existing Incremental Term Facility shall be on the same terms (including maturity date) as such existing Incremental Term Facility, and (iii) the terms and conditions of each newly established Incremental Term Loan Facility shallFacility, subject to clause (ii)(yii) of the second last proviso to Section 10.01, if applicable, will be on terms agreed to determined by the Parent Borrower and the Lenders providing lenders under such Incremental Term Loan FacilityFacility and, provided, that if the terms of such Incremental Term Loan Facility (other than final maturityfinalincluding maturity date) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrativeoperational, technical and operational administrative provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and 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 such Lenders).

Request for Increase. Upon written notice (an “Increase Request”) to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may may, without the consent of any Lender, from time to time, time request an increase in the Commitments (any such increase an “Incremental Commitment”) in aggregate principal amount, which when added to the aggregate principal amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect other Incremental Commitments provided prior to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche request does not create a separate exceed the Maximum Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)Amount at such time; provided that (i) any such request for an increase Incremental Commitment shall be in a minimum amount equal to the lesser of (x) $25,000,000 or any and (y) the remaining Maximum Incremental Amount at such time; provided, further, if Incremental Commitments in excess of the Maximum Incremental Amount are provided hereunder prior to the Initial Funding Date, then, to the extent elected by each Initial Lender (in its sole discretion), the outstanding Commitments of each such electing Initial Lender shall be reduced on a pro rata basis according to the Total Commitments of such electing Initial Lenders by an amount equal to the lesser amount if of (x) such amount represents all remaining availability under excess and (y) the aggregate limit in respect amount of Commitments of the increases set forth above Initial Lenders that have elected to reduce (or such lesser amount as amount, the Parent Borrower “Total Reduction Amount”), it being understood that no Initial Lender shall be required to reduce its Commitments by more than it elects and the Administrative Agent outstanding Commitments of an electing Initial Lender may agree), (ii) all Incremental Revolving Increases shall be reduced on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject a greater than pro rata basis to clause (ii)(y) utilize any remaining portion of the second proviso to Section 10.01, be on terms agreed to Total Reduction Amount not utilized by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (any other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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 Initial Lenders).

Request for Increase. Upon written notice to the Administrative AgentThe Borrower may, the Parent Borrower may from time to time, request by notice to the Person appointed by the Borrower to arrange an increase incremental Facility (such Person (who (i) may be the Administrative Agent, if it so agrees, or (ii) any other Person (other than an Affiliate of the Borrower) appointed by the Borrower after consultation with the Administrative Agent; provided that such Person may not be an Affiliate of the Borrower), the “Incremental Arranger”) (x) one or more increases in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Term Loan Increase”) or establishing a new (y) one or increasing an existing) tranche of pari passu more term loans loan tranches to be made available to the Borrower (each such trancheeach, an “Incremental Term Loan FacilityLoan”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively each Term Loan Increase, collectively, referred to as the “Incremental FacilitiesIncreases”); provided that (i) the principal amount for such Incremental Increase, when combined with the aggregate principal amount of all Incremental Increases and incurrences of Permitted Pari Passu Notes, Permitted Pari Passu Loans and Permitted Junior Debt pursuant to Section 7.02(w)(A) after the Restatement Effective Date, shall not exceed the Maximum Increase Amount as of such date (it being understood that the reclassification mechanics set forth in the definition of “Maximum Increase Amount” shall apply to Incremental Increases pursuant to this Section 2.13(a)); (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 10,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section); (iii) no Incremental Term Loan shall mature earlier than the aggregate limit Latest Maturity Date then in effect or have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Facility or any other Incremental Term Loan; (iv) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the Loans, including sharing in mandatory prepayments under Section 2.03(b) pro rata with the Loans (unless agreed to be paid after the Loans and/or any other Incremental Term Loans by the Lenders providing such Incremental Term Loan) (and any Incremental Term Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other provisions, including any applicable intercreditor agreement, in each case reasonably acceptable to the Administrative Agent and the Borrower) and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; provided that, if the All-In Yield in respect of any Incremental Term Loan established on or prior to the date that is twelve months after the Restatement Effective Date exceeds the Applicable Rate then in effect for the Facility by more than 0.50% for each Type of Loan, then the Applicable Rate for the Facility shall be increased so that the Applicable Rate in respect of the increases Facility for each Type of Loan is equal to the Applicable Rate for the Incremental Term Loan for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.13(a), in determining the Applicable Rate(s) applicable to each Incremental Term Loan and the Applicable Rate(s) for the Facility, (1) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such Incremental Term Loan or the Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBORinterest rate floors shall be included and (3) customary arrangement, commitment, structuring or underwriting fees payable to the Arrangers (or their respective affiliates) in connection with the Facility or to one or more Incremental Arrangers (or their affiliates) of any Incremental Term Loan shall be excluded; (v) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Facility, shall be reasonably satisfactory to the Incremental Arranger, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be materially more restrictive than the corresponding terms set forth above in or made applicable to the Facility (or except to the extent (1) only applicable after the Latest Maturity Date then in effect, (2) such lesser amount as covenants, defaults and similar non-economic provisions are incorporated into this Agreement and the Parent other Loan Documents for the benefit of all existing Lenders (it being understood and agreed that the Borrower and the Administrative Agent may agree)amend the Loan Documents to reflect such changes without the consent of any other person) or (3) consistent with the then-prevailing market convention, as determined in good faith by the Borrower) or (iiy) all Incremental Revolving Increases contravene any of the terms of the then existing Loan Documents; (vi) each Term Loan Increase shall be on the same terms and conditions (including pricing, maturity, amortization, payments and prepayments) as the Revolving Credit Facility, ; (iiivii) each Incremental Term Loan Facility shallIncrease shall constitute Obligations hereunder and, subject except as provided above with respect to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such any Incremental Term Loan Facilitythat is junior in right of payment, providedprepayment, that if voting and/or security, shall be guaranteed and secured pursuant to the terms of such Guaranty and the Collateral Documents (including an Intercreditor Agreement) on a pari passu basis with the other Obligations hereunder; and (viii) the applicable documentation (including amendments to this Agreement and the other Loan Documents) with respect to any Term Loan Increase or Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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)Borrower.

Request for Increase. Upon written notice The Borrower shall have the option to the Administrative Agent, the Parent Borrower may from time to time, request cause an increase in the aggregate amount Aggregate Revolving Loan Commitment from time to time by adding, subject to the prior approval of the Facilities Agent and the L/C Issuer (such approval not to an amount not exceeding $1,000,000,000 in the aggregate be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (each, a “New Lender”); provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase by requesting an increase in shall cause the Aggregate Revolving Credit Facility Loan Commitment to exceed the then effective Borrowing Base, (each C) no Lender’s Revolving Loan Commitment shall be increased without such increase, an “Incremental Revolving Increase”Lender’s consent and (D) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be evidenced by a commitment increase agreement in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower form and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms substance reasonably acceptable to the Administrative AgentAgent and executed by Borrower, Agent and the New Lender and Lenders which shall indicate the amount and allocation of such increase in the Aggregate Revolving Loan Commitment and the effective date of such increase (iv) the conditions “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the making Agent of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) the applicable commitment increase agreement shall be satisfied or waiveda “Lender” for all purposes under this Agreement on the Increase Effective Date. At The Borrower shall borrow and repay Loans on the time Increase Effective Date to the extent necessary to keep the outstanding Loans of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested ratable with such Lender’s revised Commitment Percentage after giving effect to respond (which shall any nonratable increase in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)Aggregate Revolving Loan Commitment under this Section.

Request for Increase. Upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower Representative on behalf of the Borrowers may from time to time, request an increase in the Commitments of any Class (the “Accordion Provision”) by an aggregate amount of the Facilities to an amount (for all such requests) not exceeding Fifty Million Dollars ($1,000,000,000 50,000,000.00), which may be in the aggregate after giving effect to such increase by requesting form of an increase (each such increase, a “Facility Increase”) in the Revolving Credit then existing Floor Plan Facility (each such increase, an a “Incremental Revolving Floor Plan Increase”), or in any Class of Commitments under the Mortgage Facility, the Term Loan Facility, or the Delayed Draw Facility, or through the issuance of additional senior secured mortgage term loans of another tranche (collectively, “Additional Mortgage Loans” and the respective commitments therefor “Additional Mortgage Commitments”) or establishing a new (or increasing an existing) tranche of pari passu senior secured term loans of another tranche (each such tranchecollectively, an “Incremental Additional Term Loans”, and the respective commitments therefor, “Additional Term Loan FacilityCommitments”; the Additional Term Loans and the Additional Mortgage Loans, collectively, the “Additional Loans”, it being understood that an increase of an existing tranche does not create a separate Incremental and the Additional Term Loan Facility; each Incremental Term Loan Facility Commitments and Incremental Revolving Increase are collectively referred to as the Additional Mortgage Commitments, collectively, the “Incremental FacilitiesAdditional Commitments”); provided that (ix) any such request for an increase a Facility Increase or Additional Commitments shall be in a minimum amount of Five Million Dollars ($25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above 5,000,000.00) (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan FacilityFacility Increase or Additional Commitments, providedas applicable, that if may agree in their sole discretion) and (y) any request for a Delayed Draw Borrowing corresponding to a Facility Increase applicable to the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Delayed Draw Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in such minimum amount as required under Section 4.02 (other than Section 4.02(c)) 2.04. The Additional Commitments shall be satisfied or waived. At deemed included in and part of the time of sending such notice, the Parent 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)Commitments.

Request for Increase. Upon written The Borrower may, at any time and from time to time, request, by notice to the Administrative Agent, the Parent Borrower may from time to time, request Administrative Agent’s approval of either (i) an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Aggregate Facility A Commitment and, if applicable under Section 2.18(e), Aggregate Facility B Commitment (each such increase, an a “Incremental Revolving Revolver Increase”) or establishing (ii) additional Facility C Loans (a new “Facility C Increase”), or both (or increasing an existingin each case, a “Facility Increase”) tranche within the limitations hereafter described, which request shall set forth the amount of pari passu term loans (each such trancherequested Revolver Increase and Facility C Increase. Within twenty (20) days of such request, an “Incremental Term Loan Facility”the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Facility Increase, it being understood that an then (x) in the case of a Revolver Increase, the Aggregate Facility A Commitment and, if applicable under Section 2.18(e), Aggregate Facility B Commitment may be so increased (up to the amount of such approved Revolver Increase, in the aggregate) by having one or more New Revolver Lenders increase the amount of an their then existing tranche does not create Facility A Commitments and, if applicable under Section 2.18(e), Facility B Commitments or become Facility A Lenders and, if applicable under Section 2.18(e), Facility B Lenders and (y) in the case of a separate Incremental Term Loan Facility; each Incremental Term Loan Facility C Increase, additional Facility C Loans may be made (up to the amount of such approved Facility C Increase) by one or more New Facility C Lenders, subject to and Incremental Revolving in accordance with the provisions of this Section 2.18. Any Facility Increase are collectively referred shall be subject to as “Incremental Facilities”); provided that the following limitations and conditions: (i) any such request for an increase (in the aggregate) in the Aggregate Facility A Commitment and, if applicable under Section 2.18(e), Aggregate Facility B Commitment, and the amount (in the aggregate) of any new Facility A Commitment and, if applicable under Section 2.18(e), new Facility B Commitment of any New Revolver Lender or the amount (in the aggregate) of any increase in the Facility A Commitment and, if applicable, under Section 2.18(e), Facility B Commitment of any New Revolver Lender, shall not be less than $5,000,000 (and shall be in a minimum amount integral multiples of $25,000,000 1,000,000 if in excess thereof); (ii) any additional Facility C Loans by any New Facility C Lender shall not be less than $5,000,000 (and shall be in integral multiples of $1,000,000 if in excess thereof); (iii) no Facility Increase pursuant to this Section 2.18 shall increase the Aggregate Commitment to an amount in excess of $1,493,000,000 or any lesser amount if such amount represents all remaining availability under increase the aggregate limit in respect sum of the increases set forth above Aggregate Facility A Commitment and the Aggregate Facility B Commitment to an amount in excess of $1,100,000,000; (or such lesser amount as iv) the Parent Borrower and each New Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit O hereto, and the Administrative Agent may agreeshall have accepted and executed the same; (v) the Borrower shall have executed and delivered to the Administrative Agent such Note or Notes as the Administrative Agent shall require to reflect such Facility Increase; (vi) the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.01 modified to apply to the Facility Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith), ; (iivii) all Incremental Revolving the Guarantors and the pledgors under the Pledge Agreements shall have consented in writing to the Facility Increases and shall have agreed that their Guaranties and Pledge Agreements continue in full force and effect; and (viii) the Borrower and each New Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase. The form and substance of the documents required under clauses (iv) through (viii) above shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably fully acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) . The Administrative Agent shall be satisfied or waived. At the time of sending such notice, the Parent 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 provide written notice to all of the Lenders)Lenders hereunder of any Facility Increase.

Request for Increase. Upon written notice to the Administrative Agent, the Parent Borrower may from time to time, request an increase Agent in the aggregate amount form of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to Exhibit E (such increase by requesting an increase in the Revolving Credit Facility (each such increasenotice, an “Incremental Revolving IncreaseLoan Commitment Increase Notice”) or establishing a new (or increasing an existing) tranche of pari passu term loans ), the Borrower may request the Lenders to increase their Commitments (each such tranche, an “Incremental Term Loan FacilityCommitment”, it being understood that ) in an increase of an existing tranche does aggregate amount not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as exceed $32,000,000 (the “Incremental FacilitiesLoan Amount”); provided that (i) any such request for an increase Incremental Loan Commitment shall be in minimum increments of $5,000,000 and in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (10,000,000 or such lesser amount as equal to the Parent Borrower and the Administrative Agent may agreeremaining Incremental Loan Amount (each an “Incremental Loan Commitment Increase”), (ii) all no request for an Incremental Revolving Increases shall Loan Commitment may be on made after the same terms as end of the Revolving Credit FacilityAvailability Period, (iii) each Incremental Term Loan Facility shall, subject the Borrower shall provide to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to Lenders such information that is reasonably required by the Parent Borrower and Lenders to evaluate the Lenders providing such request for an Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, Commitment and (iv) on the date of any request by the Borrower for an Incremental Loan Commitment Increase the conditions to the making of a Credit Extension set forth in Section 4.02 2.10(e)(i), (other than Section 4.02(cii), (iii) and (iv) shall be satisfied or waivedhave been satisfied. At An Incremental Loan Commitment Increase Notice shall set out the time amount of sending the Incremental Loan Commitment requested and the date on which such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is Incremental Loan Commitments are requested to respond be effective (each an “Incremental Loan Increase Date”), which shall in no event not be less than ten Business Days from thirty (30) days nor more than forty-five (45) days after the date of delivery of such notice notice. Any Incremental Loan Commitment shall be a commitment to make loans with the Lenders)same principal terms as the Loans, including the same interest rate, Applicable Margin and maturity date.

Request for Increase. Upon written Provided there exists no Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may from time to time, time after the date hereof request an increase (x) one or more increases in the aggregate amount Dollar Commitments (which increase may take the form of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility one or more new revolving tranches) (each such increaseeach, an a “Incremental Revolving Dollar Commitment Increase”) and/or (y) one or establishing a new more term loan tranches to be made available to the Borrower (or increasing an existing) tranche of pari passu term loans (each such trancheeach, an “Incremental Term Loan FacilityLoan”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively each Dollar Commitment Increase, collectively, referred to as the “Incremental FacilitiesIncreases”); ) provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Effective Date (including the then requested Incremental Increase) shall not exceed $1,000,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above this Section); (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (iiiii) all Incremental Revolving Increases there shall be on no more than five (5) such requests during the same terms as the Revolving Credit Facility, term hereof; (iiiiv) each Incremental Term Loan Facility shallshall have an Applicable Rate or pricing grid, subject to clause (ii)(y) of the second proviso to Section 10.01maturity date, be on terms agreed to mandatory prepayments and an amortization schedule as determined by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if Loans and the Borrower; (v) each Dollar Commitment Increase shall have the same terms of such Incremental Term Loan Facility (other than final maturityas to fees payable at the closing thereof) are not and be pursuant to the same documentation as the terms of a then existing Dollar Commitments in effect on the Effective Date; (vi) except as provided in clause (iv) above, with respect to any Incremental Term Loan, this Agreement and the other Loan FacilityDocuments may be amended, the administrative, technical in form and operational provisions of such new Incremental Term Loan Facility shall be on terms substance reasonably acceptable satisfactory to the Administrative Agent, the Borrower and the lenders providing such Incremental Term Loan (and no other Lenders), to the extent necessary to include such terms as are customary for a term loan commitment, including assignments and voting provisions; provided that if the terms taken as a whole (excluding interest rate, interest rate margin, fees and other pricing terms) are materially more favorable to the applicable lenders providing such Incremental Term Loan than terms applicable under this Agreement and the other Loan Documents (immediately prior to such amendment), as reasonably determined by the Administrative Agent in consultation with the Borrower, then such terms shall be added for the benefit of all the Lenders hereunder (except to the extent such terms apply only after the latest Maturity Date prior to such Incremental Term Loan); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be unsecured and unguaranteed (unless any security or guarantee is provided for all Obligations hereunder on a pari passu basis); and (ivix) no request for a Dollar Commitment Increase may be made prior to the earlier of (A) the conditions Acquisition Consummation Date and (B) the date on which the definitive agreement with respect to the making Delphi Acquisition is terminated without the consummation of a Credit Extension set forth the Delphi Acquisition and notice has been provided to the Administrative Agent in accordance with Section 4.02 2.9(i). At the option of the Borrower, Incremental Increases may be (but shall not be required to be) provided by any existing Lender or by other than Section 4.02(c)Persons in accordance with subsection (c) shall be satisfied or waivedbelow. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify whether such Incremental Increase is being offered to existing Lenders and, if so, 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. Upon Provided there exists no Default, upon written notice to the Administrative Agent, the Parent Borrower may from time to time, time request an increase in the Term Facility by an amount (in the aggregate for all such requests) not exceeding $250,000,000, less the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase all increases in the Revolving Credit Facility (each consummated pursuant to Section 2.16 on or prior to such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)time; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, Borrower may make a maximum of three such requests and (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) the written consent of the second proviso to Section 10.01, Administrative Agent (which consent shall not be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)unreasonably withheld) shall be satisfied or waivedrequired for any such increase in the Term Facility. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which identity of each Lender is requested and each Eligible Assignee to whom the Borrower proposes any portion of such increase in the Term Facility be allocated; provided, however, that (i) any existing Lender approached to provide all or a portion of such increase in the Term Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Term Facility offered to it (and any Lender that has failed to respond to any such request shall be deemed to have declined to participate in such increase in the Term Facility) and (which shall in no event be less than ten Business Days from the date of delivery ii) any Eligible Assignee providing any portion of such notice increase in the Term Facility that is not an existing Term Lender (such Eligible Assignee, a “New Term Lender”) shall become a Term Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the LendersAdministrative Agent and its counsel (a “Term Lender Joinder Agreement”). Any increase in the Term Facility pursuant to this Section 2.17 shall be in the form of one or more additional term loans made to the Borrower (any such term loan being referred to herein as an “Incremental Term Loan”).

Request for Increase. Upon written notice to the Administrative AgentThe Borrower may, the Parent Borrower may from time to time, request by notice to the Person appointed by the Borrower to arrange an increase incremental Facility (such Person (who (i) may be the Administrative Agent, if it so agrees, or (ii) any other Person (other than an Affiliate of the Borrower) appointed by the Borrower after consultation with the Administrative Agent; provided that such Person may not be an Affiliate of the Borrower), the “Incremental Arranger”) (x) one or more increases in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Term Loan Increase”) or establishing a new (y) one or increasing an existing) tranche of pari passu more term loans loan tranches to be made available to the Borrower (each such trancheeach, an “Incremental Term Loan FacilityLoan”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively each Term Loan Increase, collectively, referred to as the “Incremental FacilitiesIncreases”); provided that (i) the principal amount for such Incremental Increase, when combined with the aggregate principal amount of all Incremental Increases and incurrences of Permitted Pari Passu Notes, Permitted Pari Passu Loans and Permitted Junior Debt pursuant to Section 7.02(w)(A) after the Restatement Effective Date, shall not exceed the Maximum Increase Amount as of such date (it being understood that the reclassification mechanics set forth in the definition of “Maximum Increase Amount” shall apply to Incremental Increases pursuant to this Section 2.13(a)); (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 10,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section); (iii) no Incremental Term Loan shall mature earlier than the aggregate limit Latest Maturity Date then in effect or have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Facility or any other Incremental Term Loan; (iv) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the Loans, including sharing in mandatory prepayments under Section 2.03(b) pro rata with the Loans (unless agreed to be paid after the Loans and/or any other Incremental Term Loans by the Lenders providing such Incremental Term Loan) (and any Incremental Term Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other provisions, including any applicable intercreditor agreement, in each case reasonably acceptable to the Administrative Agent and the Borrower) and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; provided that, if the All-In Yield in respect of any Incremental Term Loan established on or prior to the date that is twelve months after the Restatement Effective Date exceeds the Applicable Rate then in effect for the Facility by more than 0.50% for each Type of Loan, then the Applicable Rate for the Facility shall be increased so that the Applicable Rate in respect of the increases Facility for each Type of Loan is equal to the Applicable Rate for the Incremental Term Loan for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.13(a), in determining the Applicable Rate(s) applicable to each Incremental Term Loan and the Applicable Rate(s) for the Facility, (1) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such Incremental Term Loan or the Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBOR floors shall be included and (3) customary arrangement, commitment, structuring or underwriting fees payable to the Arrangers (or their respective affiliates) in connection with the Facility or to one or more Incremental Arrangers (or their affiliates) of any Incremental Term Loan shall be excluded; (v) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Facility, shall be reasonably satisfactory to the Incremental Arranger, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be materially more restrictive than the corresponding terms set forth above in or made applicable to the Facility (or except to the extent (1) only applicable after the Latest Maturity Date then in effect, (2) such lesser amount as covenants, defaults and similar non-economic provisions are incorporated into this Agreement and the Parent other Loan Documents for the benefit of all existing Lenders (it being understood and agreed that the Borrower and the Administrative Agent may agree)amend the Loan Documents to reflect such changes without the consent of any other person) or (3) consistent with the then-prevailing market convention, as determined in good faith by the Borrower) or (iiy) all Incremental Revolving Increases contravene any of the terms of the then existing Loan Documents; (vi) each Term Loan Increase shall be on the same terms and conditions (including pricing, maturity, amortization, payments and prepayments) as the Revolving Credit Facility, ; (iiivii) each Incremental Term Loan Facility shallIncrease shall constitute Obligations hereunder and, subject except as provided above with respect to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such any Incremental Term Loan Facilitythat is junior in right of payment, providedprepayment, that if voting and/or security, shall be guaranteed and secured pursuant to the terms of such Guaranty and the Collateral Documents (including an Intercreditor Agreement) on a pari passu basis with the other Obligations hereunder; and (viii) the applicable documentation (including amendments to this Agreement and the other Loan Documents) with respect to any Term Loan Increase or Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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)Borrower.

Request for Increase. Upon written The Borrower may, at any time and from time to time, request, by notice to the Administrative Agent, the Parent Borrower may from time to time, request Administrative Agent’s approval of an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Aggregate Revolving Credit Facility Loan Commitments (each such increase, an a “Incremental Revolving Commitment Increase”) or establishing a new (or increasing an existing) tranche within the limitations hereafter described, which request shall set forth the amount of pari passu term loans (each such trancherequested Revolving Commitment Increase. Administrative Agent shall notify all Lenders of any such request and provide them the first right to participate in the same proportions that their respective Applicable Revolving Loan Percentages bear to those of all Lenders who elect to participate therein. Within twenty (20) days of such request, an “Incremental Term the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the Aggregate Revolving Commitment may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Lenders increase the amount of their then existing Revolving Loan Facility”Commitments and, it being understood that an increase of an if existing tranche does Lenders do not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility choose to participate to the extent necessary for the applicable Revolving Commitment Increase to be provided entirely by existing Lenders, by having one or more new Lenders become Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that conditions: (i) any such request for an increase Revolving Commitment Increase shall not be less than $5,000,000.00 (and shall be in a minimum amount integral multiples of $25,000,000 or any lesser 5,000,000.00 if in excess thereof); (ii) no Revolving Commitment Increase shall increase the Aggregate Revolving Loan Commitments to an amount if such amount represents all remaining availability under in excess of $100,000,000.00; (iii) the aggregate limit provisions of Section 9.04(b) shall apply in respect of any Increasing Lender that is not a Lender prior to the increases set forth above Revolving Commitment Increase, as if such Increasing Lender were an assignee of a Revolving Loan Commitment, (or such lesser amount as iv) the Parent Borrower shall have executed and delivered to the Administrative Agent may agreesuch Note or Notes as the applicable Increasing Lender shall request to reflect such Revolving Commitment Increase (or, in the case of a new Lender, such Lender’s Revolving Commitment); (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 4.01 modified to apply to the Revolving Commitment Increase and each Note executed and delivered in connection therewith); (vi) the Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their Subsidiary Guaranties continue in full force and effect; and (vii) the Borrower, Subsidiaries and each Lender shall have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Revolving Commitment Increase. The form and substance of the documents required under clauses (iiiv) all Incremental Revolving Increases through (vii) above shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably fully acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) . The Administrative Agent shall be satisfied or waived. At the time of sending such notice, the Parent 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 provide written notice to all of the Lenders)Lenders hereunder of any Revolving Commitment Increase.

Request for Increase. Upon written Provided there exists no Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may from time to time, time prior to the Commitment Increase Expiration Date request an increase in the aggregate amount of the Facilities to Aggregate Commitments by an amount (for all such requests) not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase150,000,000; provided, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranchehowever, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree)25,000,000, (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit FacilityBorrower may make a maximum of three (3) such requests, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of no such request may be made on or after the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative AgentCommitment Increase Expiration Date, and (iv) no such request may be made after the conditions termination or any reduction of the Aggregate Commitments pursuant to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived2.06. At the time of sending such notice, the Parent 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). No increase in the Aggregate Commitments may be made pursuant to this Section 2.04 at any time on or after the Commitment Increase Expiration ▇▇▇▇.▇▇ any time prior to the Commitment Increase Expiration Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of: (i) one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental Term Loan”); or (ii) one or more increases in the Commitments, an “Incremental Revolving Credit Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”) to make incremental revolving credit loans (any such increase, an “Incremental Revolving Credit Increase” and, together with the Incremental Term Loan, the “Incremental Loans”); provided that (1) the total aggregate amount for all such Incremental Loan Commitments shall not (as of any date of incurrence thereof) exceed $150,000,000 and (2) the total aggregate amount for each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than a minimum principal amount of $25,000,000 (or such lesser amount to which the Administrative Agent may agree). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent (and, in the case of an Incremental Revolving Credit Commitment, the L/C Issuer and Swingline Lender), to provide an Incremental Loan Commitment (any such Person, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Loan Commitment. Any Incremental Loan Commitment shall become effective as of such Increased Amount Date; provided that: (A) no Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental Loan Commitment and (2) the making of any Incremental Loans pursuant thereto; (B) the Administrative Agent and the Lenders shall have received from the Borrower an officer’s compliance certificate demonstrating that the Borrower will be in compliance on a pro forma basis with the financial covenants set forth in Section 7.11 both before and after giving effect to (1) any Incremental Loan Commitment and (2) the making of any Incremental Loans on the Increased Amount Date pursuant thereto; (C) the proceeds of any Incremental Loans shall be used in compliance with Section 6.11; (D) each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the Borrower and shall share in the guarantees and security, if any, supporting the other extensions of credit hereunder on a pari passu basis; (E) (1) in the case of each Incremental Term Loan (the terms of which shall be set forth in the relevant Lender Joinder Agreement):

Request for Increase. Upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower Borrowers may from time to time, request (i) an increase in the aggregate amount Aggregate Commitments of the Facilities to U.S. Revolving Loans (each, an amount not exceeding $1,000,000,000 in “Incremental U.S. Revolving Credit Facility”; the aggregate after giving effect to such increase by requesting Loans thereunder the “Incremental U.S. Revolving Loans”) or the Hong Kong Revolving Loans (each, an “Incremental Hong Kong Revolving Credit Facility” and, collectively, together with each Incremental U.S. Revolving Credit Facility, the “Incremental Revolving Credit Facility”; the Loans thereunder, the “Incremental Hong Kong Revolving Loans” and, collectively, together with the Incremental U.S. Revolving Loans, the “Incremental Revolving Loans”) or (ii) an increase in the Revolving Credit Facility (each such increaseAggregate Commitments of the Term Loan, an “Incremental Revolving Increase”) or establishing which increase may take the form of a new term loan (or increasing an existing) tranche of pari passu term loans (each such tranche, an the “Incremental Term Loan Loans” and together with any Incremental Revolving Loans, the “Incremental Facility”, it being understood that ) by an increase of an existing tranche does amount (for all such requests) not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)exceeding $75,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser (or, if less, the remaining amount if available); provided further that (i) immediately prior to, and after giving effect to the incurrence of such amount represents all remaining availability under Incremental Facilities, (x) the aggregate limit conditions set forth in respect Section 4.02 shall have been satisfied on and as of the increases set forth above date of effectiveness of each Incremental Facility (before and after giving effect to such Incremental Facility and the application of the proceeds thereof) (and, without duplication, assuming that any Incremental Revolving Loans have been fully utilized), and (y) after giving effect to any such Incremental Facility (and, without duplication, assuming that any Incremental Revolving Loans have been fully utilized) on a Pro Forma Basis, the Consolidated Leverage Ratio shall be no greater than 1.50 to 1.00 (such ratio to be determined on the basis of the financial information most recently delivered, or such lesser amount as the Parent Borrower and required to be delivered, to the Administrative Agent may agreeand the Lenders pursuant to Section 6.01), (ii) all no loan or advance made under the Incremental Term Loan shall mature prior to the Maturity Date, (iii) as of the date of the incurrence thereof, the weighted average life to maturity of the Incremental Term Loans shall not be shorter than that of the existing Term Loans, (iv) in the event the All-In Yield applicable to any Incremental Term Loan exceeds the All-In Yield of the Term Loans existing at such time by more than 50 basis points, then the interest rate margins for such Term Loans existing at such time shall be increased (or, if any “floor” for Eurodollar Rate or Base Rate is applied, a “floor” shall be applied to the Term Loans existing as such time) to the extent necessary so that the All-In Yield of such Term Loans existing at such time shall be equal to the All-In Yield of the applicable Incremental Term Loans minus 50 ▇▇▇▇▇ ▇▇▇▇▇▇, (▇) the Incremental Hong Kong Revolving Increases Credit Facility shall be on the same terms as the Hong Kong Revolving Credit Facility and shall be implemented as an increase in the commitments under such Facility, and (iiivi) each the Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan U.S. Revolving Credit Facility shall be on the same terms as the U.S. Revolving Credit Facility and shall be implemented as an increase in the commitments under such Facility. The Incremental Facility shall rank pari passu in right of payment and security with the Term Facility in the case of Incremental Term Loans or the U.S. Revolving Credit Facility in the case of Incremental U.S. Revolving Loans or the Hong Kong Revolving Credit Facility in the case of Incremental Hong Kong Revolving Loans and except as otherwise provided in this Section and except for terms reasonably acceptable satisfactory to the Administrative Agent, and (iv) shall have the conditions to same terms as the making Term Loan Facility in the case of a Incremental Term Loans or the U.S. Revolving Credit Extension set forth Facility in Section 4.02 (other than Section 4.02(c)) shall be satisfied the case of Incremental U.S. Revolving Loans or waived. At the time Hong Kong Revolving Credit Facility in the case of sending such notice, the Parent 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)Incremental Hong Kong Revolving Loans.

Request for Increase. Upon The Borrower may by written notice to the Administrative AgentAgent request, the Parent Borrower may from time to time, request an to increase in the aggregate principal amount of the Facilities to an amount not exceeding $1,000,000,000 650,000,000750,000,000 through one or more increases in the aggregate after giving effect to such increase by requesting an increase in the existing Revolving Credit Facility Commitments (each such increaseeach, an “Incremental Revolving IncreaseCommitment”) or establishing a new and/or increases in the principal amount of the Term Loan (or increasing an existing) tranche of pari passu term loans (each such trancheeach, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental FacilitiesCommitment”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser 50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the increases Facilities set forth above above) and (or ii) the Borrower may make a maximum of three such lesser amount as requests. Each notice from the Parent Borrower and pursuant to this Section 2.15 shall specify (i) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent may agree), (the “Notice Period”) and (ii) all Incremental Revolving Increases shall be on the same terms as identity of each Lender and each other Eligible Assignee to whom the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms proposes any portion of such Incremental Term Loan Facility (other than final maturity) are not Commitments be allocated and the same as the terms amount of a then existing Incremental Revolving Commitment and/or Incremental Term Loan FacilityCommitment being requested from each such Lender and Eligible Assignee; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment and any Lender not responding within the administrative, technical Notice Period shall be deemed to have declined to provide such Incremental Commitment. The Administrative Agent and operational provisions the Borrower shall thereafter determine the effective date (each an “Increase Effective Date”) and the final allocation of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to Commitments among the Administrative Agent, Lenders and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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)Eligible Assignees.

Request for Increase. Upon Provided no Default has occurred and is continuing, the Borrower may, on any Business Day after the date hereof, without the consent of any Lender but with the written notice to consent of the Administrative Agent, the Parent Borrower may from time L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), increase the Aggregate Commitments by delivering a request therefor at least five Business Days prior to time, request an the desired effective date of such increase in the aggregate amount (a) containing a certification of a Responsible Officer of the Facilities Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to an amount not exceeding $1,000,000,000 in the aggregate such increase and (ii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the effective date of any such Aggregate Commitments increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01), and (b) identifying one or more additional Eligible Assignees (each, a "New Lender") (or additional Commitments agreed to be made by one or more existing Lenders) and the amount of each such Person's Commitment (or additional amount of its Commitment), and the Administrative Agent shall promptly notify the Lenders thereof; provided that prior to approaching a New Lender, the Borrower shall have offered to the existing Lenders the opportunity to increase by requesting an their respective Commitments. The Borrower may not make more than one such Aggregate Commitments increase request in any calendar year, no such requested increase in the Revolving Credit Facility Aggregate Commitments shall be in an amount less than $25,000,000, and in the aggregate such requests shall not exceed $50,000,000. The Borrower and each New Lender shall have executed and delivered to the Administrative Agent a New Lender Agreement (each such increaseeach, an “Incremental Revolving Increase”a "New Lender Agreement") or establishing a new (or increasing an existing) tranche substantially in the form of pari passu term loans (each such trancheExhibit H and the Administrative Agent, an “Incremental Term Loan Facility”the L/C Issuer and the Swing Line Lender shall, it being understood that an increase if acceptable to them in their respective reasonable discretion, execute the same. The effective date of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an the Aggregate Commitments increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under agreed upon by the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree)Agent. Upon the effectiveness thereof, (iix) all Incremental Revolving Increases each New Lender (or, if applicable, each existing Lender that consented to an increase in its Commitment) shall advance Loans, and the Borrower shall prepay any outstanding Loans (and pay any additional amounts required pursuant to Section 3.05) in an amount sufficient that after giving effect to its Loan each Lender (including each New Lender) shall have outstanding its pro rata share of the Loans and (y) each New Lender and increasing existing Lender shall be on the same terms as the Revolving deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided participation in all outstanding Letters of Credit Facility, (iii) each Incremental Term Loan Facility shall, subject in accordance with its new Applicable Percentage. The Borrower agrees to clause (ii)(y) pay any out-of-pocket expenses of the second proviso Administrative Agent relating to Section 10.01any Aggregate Commitments increase. Notwithstanding anything herein to the contrary, be on terms agreed no Lender shall have any obligation to by the Parent Borrower increase its Commitment and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility no Lender's Commitment shall be on terms reasonably acceptable to the Administrative Agentincreased without its consent thereto, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested may at its option, unconditionally and without cause, decline 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 its Commitment.

Request for Increase. Upon written Provided there exists no Default or Event of Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower Borrowers may from time to time, request an increase in the aggregate amount Aggregate Commitments (which may be, at the option of the Facilities to an amount Borrowers, Revolving Commitments and/or Term Loan Commitments) such that the Aggregate Commitments do not exceeding exceed $1,000,000,000 in the aggregate 1,300,000,000 after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) however, any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived25,000,000. At the time of sending such notice, the Parent Borrower Borrowers (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). Such notice shall indicate the Applicable Term Rate or Applicable Revolving Rate (or other applicable interest rate margins) for such new Term Loan Commitments or Revolving Commitments, as applicable. In the event new Term Loan Commitments or Revolving Commitments are to be provided, no consent of any Lender shall be required in connection with the issuance of any such new Term Loan Commitments or Revolving Commitments, regardless of if the Applicable Term Rate or Applicable Revolving Rate (or other applicable interest rate margins) for such new Term Loan Commitments or Term Loans or Revolving Commitments or Revolving Loans is less than that for any other Term Loan Commitments or Term Loans or Revolving Commitments or Revolving Loans hereunder.

Request for Increase. Upon written notice At any time and from time to time prior to the Termination Date, so long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right to request an increase of the aggregate of the then outstanding Commitments (including the Letter of Credit Sublimit) by an amount as would cause the Total Commitments not to exceed $900,000,000 in the aggregate. The Administrative Agent and the Lead Borrower shall determine the effective date of such requested increase and any such requested increase shall be first made available to all existing Lenders on a pro rata basis. To the extent that, on or before the tenth (10th) day following such request for an increase hereunder, the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, or fail to respond to such request for an increase, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for one or more other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Parent Issuing Banks and the Lead Borrower may from time to time(which approval shall not be unreasonably withheld), request an increase in and (iii) without the aggregate amount consent of the Facilities to an amount not exceeding Administrative Agent, at no time shall the Commitment of any Additional Lender under this Agreement be less than $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving 10,000,000. Each Commitment Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum aggregate amount of at least $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit and in respect integral multiples of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth $5,000,000 in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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)excess thereof.

Request for Increase. Upon The Borrower may by written notice to the Administrative AgentAgent request, the Parent Borrower may from time to time, request an to increase in the aggregate principal amount of the Facilities to an amount not exceeding $1,000,000,000 650,000,000 through one or more increases in the aggregate after giving effect to such increase by requesting an increase in the existing Revolving Credit Facility Commitments (each such increaseeach, an “Incremental Revolving IncreaseCommitment”) or establishing a new and/or increases in the principal amount of the Term Loan (or increasing an existing) tranche of pari passu term loans (each such trancheeach, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental FacilitiesCommitment”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser 50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the increases Facilities set forth above above) and (or ii) the Borrower may make a maximum of three such lesser amount as requests. Each notice from the Parent Borrower and pursuant to this Section 2.15 shall specify (i) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent may agree), (the “Notice Period”) and (ii) all Incremental Revolving Increases shall be on the same terms as identity of each Lender and each other Eligible Assignee to whom the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms proposes any portion of such Incremental Term Loan Facility (other than final maturity) are not Commitments be allocated and the same as the terms amount of a then existing Incremental Revolving Commitment and/or Incremental Term Loan FacilityCommitment being requested from each such Lender and Eligible Assignee; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment and any Lender not responding within the administrative, technical Notice Period shall be deemed to have declined to provide such Incremental Commitment. The Administrative Agent and operational provisions the Borrower shall thereafter determine the effective date (each an “Increase Effective Date”) and the final allocation of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to Commitments among the Administrative Agent, Lenders and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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)Eligible Assignees.

Request for Increase. Upon Provided there exists no Default, upon written notice to the Administrative Agent, the Parent Borrower Borrower, may from time to time, request an elect to increase in the aggregate amount of the Facilities to an amount not exceeding the Dollar Equivalent of $1,000,000,000 in 2,750,000,000 (as determined by the aggregate after giving effect to such increase Administrative Agent on the applicable Increase Effective Date) by requesting an increase in increasing the Revolving Credit Facility (each such increaseand/or the Term Facility and/or after the Delayed Draw Termination Date, an “Incremental Revolving Increase”) the Delayed Draw Term Facility, or, if the Term Facility has been terminated or establishing is otherwise no longer outstanding, with a new term facility on substantially the same terms as the Term Facility (or increasing an existing) tranche of pari passu and after the Increase Effective Date with respect thereto all references to the “Term Facility” herein and in any other Loan Documents shall mean such new term loans facility (each such tranche, an the “Incremental New Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit a whole multiple of $5,000,000 in respect of the increases set forth above (excess thereof, or such lesser other amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending In such written notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender Facility that it proposes to increase or that it is requested requesting a New Term Facility, the currency it proposes to respond borrow in the case of an increase in the Term Facility or the Delayed Draw Term Facility or a New Term Facility (which shall in no event be less than ten Business Days from Dollars, Euro or Sterling) and the date identity of delivery each Appropriate Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such notice increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (i) any existing Appropriate Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable Facility or New Term Facility offered to it (and any Lender that has failed to respond to any such request shall be deemed to have declined to increase its Revolving Credit Commitment, Term Commitment or Delayed Draw Term Commitment or participate in the New Term Facility, as applicable) and (ii) any Eligible Assignee providing any portion of such increase in the applicable Facility or New Term Facility that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the LendersAdministrative Agent and its counsel (a “New Lender Joinder Agreement”).

Request for Increase. Upon At any time prior to the applicable Maturity Date, upon written notice to the Administrative AgentAgent by the Borrower, the Parent Borrower may from time shall have the right to time, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Term Facility (each such increase, an “Incremental Revolving Term Increase”) or and/or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Term Increase are collectively referred to as “Incremental Facilities”)) to an amount not exceeding $500,000,000 in the aggregate after giving effect to all such Incremental Facilities; provided that (i) any such request for an increase shall each Incremental Facility must be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit 10,000,000 and in respect integral multiples of the increases set forth above $5,000,000 in excess thereof (or such lesser amount other amounts as are agreed to by the Parent Borrower and the Administrative Agent may agreeAgent), (ii) all each Incremental Revolving Increases Term Increase shall be on the same terms (including maturity date) as the Revolving Credit Term Facility and each increase of an existing Incremental Term Loan Facility shall be on the same terms (including maturity date) as such existing Incremental Term Loan Facility, and (iii) the terms and conditions of each newly established Incremental Term Loan Facility shall, subject to clause (ii)(yi) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan FacilityFacility and, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of the Term Facility or a then existing Incremental Term Loan Facility, the administrativeoperational, technical and operational administrative provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that meets the requirements to be an Eligible Assignee to provide all or a portion of the requested increase; provided that (x) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Lender without the written consent of the Administrative Agent if required pursuant to Section 10.06(b) and (ivz) the conditions Borrower shall not be obligated to offer any existing Lender the making opportunity to provide any portion of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedrequested increase. At Neither the time of sending such noticeArrangers, the Parent Borrower (in consultation with Bookrunners nor the Administrative Agent) 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 have any responsibility for arranging any such notice to the Lenders)Incremental Facility without their prior written consent.

Request for Increase. Upon written From and after the Closing Date provided there exists no Default, upon notice to the Administrative AgentAgent and, if applicable, the Parent Borrower Australian Administrative Agent (which shall promptly notify the U.S. Revolving Sub-facility Lenders and, if applicable, the Australian Revolving Sub-facility Lenders), the Company may from time to time, request (x) commitments (each, an “Incremental Term Increase”) to increase in the aggregate principal amount of the any existing Term Facility or to establish one or more new Term Facilities to (each, an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility “Incremental Term Facility”) and/or (each such increasey) commitments (each, an “Incremental Revolving Increase”) to increase the Revolving Credit Commitments under any existing Revolving Credit Facility or establishing a to establish one or more new revolving facilities (or increasing an existing) tranche of pari passu term loans (each such trancheeach, an “Incremental Term Loan Revolving Credit Facility”” and, it being understood that an increase of an existing tranche does not create a separate together with any Incremental Term Loan Facility; each Increase, Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as Increase, the “Incremental Facilities”)) not to exceed the Incremental Cap available at the time any such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving Credit Facility or Incremental Revolving Increase shall be subject to the approval of the applicable Facility Administrative Agent, the applicable L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) to the extent the same would be required for an assignment under Section 10.06. Each such notice shall specify (i) the date (each, an “Incremental Effective Date”) on which the Company proposes that the Incremental Facility shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period approved by the Administrative Agent) and (ii) the identity of each Eligible Assignee to whom the relevant Borrower proposes any portion of such request for an increase Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to provide such Incremental Facility. Each Incremental Facility shall be in a minimum an aggregate amount of $25,000,000 or any lesser whole multiple of $5,000,000 in excess thereof (in each case unless the Company and the Administrative Agent otherwise agree) (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension Facilities set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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 Lendersabove).

Request for Increase. Upon written Provided there exists no Default nor any Revolving Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower Company may from time to time, request an increase in the aggregate amount of the Facilities to Aggregate Commitments by an amount for all such requests, not exceeding $1,000,000,000 200,000,000 in the aggregate after giving effect to aggregate, provided that the Company may make a maximum of five (5) such requests. Such increase shall be allocated between the Aggregate New Vehicle Floorplan Commitments and the Aggregate Used Vehicle Floorplan Commitments as requested by requesting an the Company and specified in its notice, provided that, (a) any increase in the Revolving Credit Facility Commitments of any Lender shall be allocated on a pro rata basis between its New Vehicle Floorplan Commitment and its Used Vehicle Floorplan Commitment (each consistent with the pro rata allocation of the entire increase on such occasion between the Aggregate New Vehicle Floorplan Commitments and the Aggregate Used Vehicle Floorplan Commitments), and (b) following any such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect no more than 20% of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent Aggregate Commitments may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable allocated to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedAggregate Used Vehicle Floorplan Commitments. At the time of sending any such notice, the Parent Borrower Company (in consultation with the Administrative Agent) shall specify (x) 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)) and (y) whether the requested increase is for the New Vehicle Floorplan Commitments or the Used Vehicle Floorplan Commitments.

Request for Increase. Upon written notice to the Administrative AgentThe Borrower may, the Parent Borrower may at any time and from time to time, request request, by notice to the Agent, an increase in the aggregate Commitment Cap (“Facility Increase ”), within the limitations described in this subsection 2.16, which request will set forth the amount of each such requested Facility Increase. The Agent’s approval of such request will not be unreasonably withheld. If the Facilities Agent approves any such Facility Increase, then the Commitment Cap may be so increased (up to an the amount not exceeding $1,000,000,000 of such approved Facility Increase, in the aggregate after giving effect aggregate) by having one or more Lenders increase the amount of their then existing Commitments or become New Lenders with a new Commitment under this Agreement, subject to such and in accordance with the provisions of this subsection 2.16. Any Facility Increase will be subject to the following limitations and conditions: (A) any increase by requesting an (in the aggregate) in the Commitment Cap and the amount (in the aggregate) of any new Commitment of any New Lender or the amount (in the aggregate) of any increase in the Revolving Credit Facility Commitment of any New Lender, will (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under unless otherwise agreed by the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent 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 not be less than ten Business Days from $5,000,000 (and will be in integral multiples of $1,000,000 if in excess thereof) and not more than $20,000,000 in the date aggregate; (B) the Borrower and each New Lender must execute and deliver a Commitment and Acceptance substantially in the form of delivery of Exhibit I, and the Agent must have accepted and executed the same; (C) the Borrower must have executed and delivered to the Agent such Revolving Notes as the Agent may require to effect such Facility Increase; and (D) the Borrower and each New Lender must otherwise execute and deliver such other instruments and documents as the Agent may reasonably request in connection with such Facility Increase. The Agent will provide prompt written notice to the Lenders)all Lenders of any Facility Increase.

Request for Increase. Upon written (i) Provided no Default has occurred and is continuing, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower Company may from time to time, time deliver a request for an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)Elected Commitment Amount; provided that (ia) any such request for an increase shall be in a minimum amount of $25,000,000 or any 5,000,000, (b) the Company may make a maximum of two (2) such requests between Scheduled Borrowing Base Determinations and (c) after giving effect to such request the Elected Commitment Amount does not exceed the lesser amount if of (A) the Aggregate Maximum Credit Amount, as such amount represents all remaining availability under may be reduced pursuant to Section 2.04(a) and (B) the aggregate limit Borrowing Base then in respect effect. The request from the Company shall include the amount of the increases set forth above (or requested increase, the effective date for the increase and certify that, before and after giving effect to such lesser amount as increase, the Parent Borrower representations and warranties contained in Article 6 and the Administrative Agent may agree), other Loan Documents are true and correct as of the date of such request. (ii) all Incremental Revolving Increases The Administrative Agent shall notify each of the Lenders of the Company’s request and determine whether each such Lender agrees to increase its Commitment (which agreement may be given or withheld at such Lender’s sole and absolute discretion) and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within the time period specified in such notice for responses shall be on the same terms as the Revolving Credit Facility, deemed to have declined to increase its Commitment. (iii) The Administrative Agent shall notify the Company and each Incremental Term Loan Facility shall, Lender of the Lenders’ responses to each request made under this Section 2.04(b). To achieve the full amount of a requested increase and subject to clause (ii)(y) the approval of the second proviso to Section 10.01, Swing Line Lender and each Issuing Lender (which approvals shall not be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facilityunreasonably withheld), the administrativeAdministrative Agent, technical in consultation and operational provisions with the consent of such new Incremental Term Loan Facility shall be on terms reasonably acceptable the Company, may also invite additional Persons who qualify as Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent. It shall not be a condition to obtaining an increase in the Elected Commitment Amount that the full amount of such increase requested by the Company be approved by the Lenders or any additional Eligible Assignees. If less than the full amount of the increase requested by the Company is approved by the Lenders and Eligible Assignees, and if any, the Company may, at its option, accept the amount of the increase so approved, or the Company may withdraw its request for such increase, in which case the Company shall be deemed not to have made a request for such increase. (iv) If the conditions Elected Commitment Amount is increased in accordance with this Section 2.04(b), the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the allocation of the final Pro Rata Shares, after giving effect to such increase. The Administrative Agent shall promptly notify the Company and the Lenders of (i) the final amount and allocation of the Pro Rata Shares after giving effect to such increase and the Increase Effective Date and (ii) the amount of Loans of each Interest Rate Type and the applicable Interest Period thereof. On the Increase Effective Date, all outstanding Loans and Commitments shall be reallocated among the Lenders (including any newly added Lenders) in accordance with the Lenders’ respectively revised Pro Rata Shares, after giving effect to such increase in the Elected Commitment Amount and the Lenders shall make purchases and adjustments among themselves with respect to the making Loans and Commitments then outstanding and amounts of a Credit Extension set forth in Section 4.02 (principal, interest, fees and other than Section 4.02(c)) amounts paid or payable with respect thereto as shall be satisfied or waived. At necessary, in the time opinion of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) , in order to effect such reallocation of the Pro Rata Shares and the Elected Commitment Amount. In connection with such reallocation among the Lenders, on the Increase Effective Date, the Loan Parties shall specify promptly reimburse the time period within which each Lender is requested Lenders for losses and expenses incurred in respect of LIBOR Loans in accordance with Section 3.04. Upon the Increase Effective Date, after giving effect to respond (which shall in no event be less than ten Business Days from the date of delivery allocation of such notice increase, Schedule 2.01 shall be deemed amended and restated to reflect the Lenders)Elected Commitment Amount and Pro Rata Shares then in effect.

Request for Increase. Upon written notice to the Administrative Agent, the Parent Borrower may from time to time, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 1,675,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Commitment (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term Loan Facility (each such increase, an “Incremental Revolving Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Revolving Credit FacilityClass of and, if applicable, the Tranche of, the Facilities being increased, and (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) all incremental commitments and loans provided as part of the second proviso to Section 10.01, an Additional TL Tranche shall be on terms agreed to by the Parent Borrower BorrowerBorrowers and the Lenders providing such Incremental Term Loan Facility, Additional TL Tranche; provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of any then existing Facility and (y) if the terms of such Incremental Term Loan Facility Additional TL Tranche (other than final maturity) are not the same as the terms of the Term Loan or a then existing Incremental Term Loan FacilityAdditional TL Tranche, the administrative, technical and operational provisions of such new Incremental Term Loan Facility Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Parent Borrower may approach any Lender or any Person that meets the requirements to be an Assignee under Section 12.6(b)(i) and (ii)(B) to provide all or a portion of the requested increase; provided that (x) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Lender without the written consent of the Administrative Agent, the Letter of Credit Issuers and the Swing Line Lender, in each case, if required pursuant to Section 12.6(b) and (ivz) the conditions Parent Borrower shall not be obligated to offer any existing Lender the making opportunity to provide any portion of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedrequested increase. At the time of sending such its notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Parent Borrower 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 such Lenders).

Request for Increase. Upon written notice to the Administrative AgentThe Borrower may, the Parent Borrower may from time to time, request an increase in by notice to the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase Administrative Agent (x) one or more increases in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”), (y) one or more increases in the Term A Facility or Term B Facility (each, a “Term Loan Increase”) or establishing a new (z) one or increasing an existing) tranche of pari passu more term loans loan tranches to be made available to the Borrower (each such trancheeach, an “Incremental Term Loan FacilityLoan”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Facility and Incremental Revolving Increase are collectively Increase, collectively, referred to as the “Incremental FacilitiesIncreases”); provided that (i) the principal amount for all such Incremental Increases shall not exceed $100,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 10,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the aggregate limit Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the latest Term Loan Maturity Date then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term A Facility or Term B Facility (based on the determination of the Administrative Agent, in consultation with the Borrower, of whether such Incremental Term Facility is a “term A” or a “term B” facility); (v) if the All-In Yield of any Incremental Term Loan exceeds (A) the All-In Yield for the Term A Facility by more than 0.50%, then the Applicable Rate for the Term A Facility shall be increased (at each level on the pricing grid set forth in the definition of Applicable Rate) so that the All-In Yield in respect of the increases set forth above Term A Facility is equal to the All-In Yield for such Incremental Term Loans minus 0.50% and/or (or such lesser amount as B) the Parent Borrower and All-In Yield for the Administrative Agent may agree)Term B Facility by more than 0.50%, (ii) all Incremental Revolving Increases then the Applicable Rate for the Term B Facility shall be on increased so that the same terms as All-In Yield in respect of the Revolving Credit Facility, Term B Facility is equal to the All-In Yield for such Incremental Term Loans minus 0.50%; (iiivi) each Incremental Term Loan Facility shallshall (A) rank pari passu or junior in right of payment, subject to clause prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (ii)(y) of the second proviso to Section 10.01, be on terms unless agreed to be paid after the Term Loans by the Parent Borrower and the Lenders providing such Incremental Term Loan FacilityLoan), provided, that if (B) shall have the terms of same guarantees from the Guarantors and rank pari passu with respect to the Collateral with the other Facilities and (C) shall have an Applicable Rate or pricing grid (subject to clause (v)) and scheduled amortization (subject to clause (iv)) as determined by the Lenders providing such Incremental Term Loan Facility Loans and the Borrower; (vii) except as provided above, all other than final maturity) are terms and conditions applicable to any Incremental Term Loan, to the extent not the same as consistent with the terms of a then existing Incremental and conditions applicable to the Term Loan FacilityFacilities, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (ivx) be more restrictive than the conditions to the making of a Credit Extension corresponding terms set forth in Section 4.02 the Term Facilities (except to the extent either (A) applicable to all of the other than Section 4.02(c)Facilities then in effect or (B) only applicable after the latest Maturity Date of the other Facilities then in effect) or (y) contravene any of the terms of the then existing Loan Documents; and (viii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of payment, prepayment, voting and/or security, shall be satisfied or waived. At guaranteed and secured pursuant to the time of sending such notice, Guaranty and the Parent Borrower (in consultation Collateral Documents on a pari passu basis 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)other Obligations hereunder.

Request for Increase. Upon written The Borrower may at any time or from time to time on and after the Closing Date, by notice to the Administrative Agent, the Parent Borrower may from time to time, request an increase one or more (A) increases in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility Commitments (each such increase, an increase a “Incremental Revolving Commitment”, (B) increases of the principal amount of Term B Loans (each, a “Term B Loan Increase”), (C) an increase of the principal amount of Term A Loans (each, a “Term A Loan Increase”; each Term B Loan Increase and Term A Loan Increase, collectively, referred to as the “Term Loan Increases”), (D) one or establishing a new more term A loan tranches (or increasing an existingas determined by the Administrative Agent and the Borrower, taking into account maturity, amortization and applicable rates with respect thereto) tranche of pari passu term loans to be made available to the Borrower (each such trancheeach, an “Incremental Term Loan FacilityA Loan”) or (E) one or more term B loan tranches (as determined by the Administrative Agent and the Borrower, it being understood that taking into account maturity, amortization and applicable rates with respect thereto) to be made available to the Borrower (each, an increase of an existing tranche does not create a separate “Incremental Term Loan FacilityB Loan”; each Incremental Term A Loan Facility and Incremental Revolving Increase are collectively Term B Loan, collectively, referred to as the “Incremental Term Loans”; each Incremental Term Loan, each Incremental Revolving Commitment and each Term Loan Increase, collectively, referred to as the “Incremental Facilities”); provided that that: (i) the principal amount for all such Incremental Facilities shall not exceed the Incremental Available Amount; (ii) any such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000 10,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section); (iii) no Incremental Revolving Commitment shall (A) increase the aggregate limit in respect L/C Commitment or the Aggregate Revolving Commitment without the consent of each L/C Issuer under the increases set forth above Revolving Credit Facility (or or, if such lesser amount as the Parent Borrower and the Administrative Agent may agreeincrease applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers), (iiB) all increase the L/C Commitment of any L/C Issuer without the consent of such L/C Issuer or (C) increase the Swingline Sublimit without the consent of the Swingline Lender; (iv) no Incremental Revolving Increases Term Loan shall be on mature earlier than the same terms as later of (A) the Revolving Credit Facilitylatest Term A Loan Maturity Date then in effect and (B) the latest Term B Loan Maturity Date or have a shorter weighted average life to maturity than the longest remaining weighted average life to maturity of the Term A Loan facility or the Term B Loan facility; provided that at the option of Borrower, this clause (iiiiv) shall not apply to any Permitted Bridge Indebtedness; (v) [reserved]; (vi) each Incremental Term Loan Facility shallshall be pari passu in right of payment, subject to clause voting, security and/or (ii)(y) of the second proviso to Section 10.01, be on terms unless agreed to be paid after, or on a less than pro rata basis with, the Term Loans by the Parent Borrower and the Lenders providing such Incremental Term Loan) prepayment with the Term Loans, including sharing in mandatory prepayments under Section 2.11(f) pro rata (or less than pro rata, if agreed by the Lenders providing such Incremental Term Loan) with the Term Loans; (vii) each Term A Loan FacilityIncrease, providedTerm B Loan Increase, that each Incremental Term A Loan and each Incremental Term B Loan shall have an All-in Yield as determined by the Lenders providing such Incremental Facility and the Borrower; provided that, if the terms All-in Yield in respect of such Incremental Facility exceeds the All-in Yield then in effect for the Term Loan B Loans (or, if applicable, any prior Incremental Term B Loan), by more than 50 basis points, then the Applicable Rate for the Term B Loans (and any prior Incremental Term B Loan, if applicable) shall be increased so that the All-in Yield in respect of the Term B Loans (and any prior Incremental Term B Loans, if applicable) is equal to the All-in Yield for such Incremental Facility (other than final maturity) are not minus 0.50%; provided that to the same as extent that any such differential in the terms All-in Yield arises out of a then existing higher Term SOFR “floor” on such Incremental Term Loan Facility, the administrative, technical Term SOFR “floor” for the Term B Loans (and operational provisions of such new any prior Incremental Term Loan Facility B Loan, if applicable) rather than the Applicable Rate shall be on increased accordingly; (viii) except as provided above and in Section 2.20(d), all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the applicable Term Loan facility, shall be reasonably acceptable satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Borrower; and (ix) each Incremental Facility shall constitute Obligations hereunder and shall (i) be guaranteed pursuant to the Guaranty and, if secured, secured pursuant the Collateral Documents on a pari passu basis with the other Obligations hereunder or secured on a junior basis with the other Obligations hereunder, (ii) not have guarantees from any Person that is not a Loan Party and (iviii) the conditions to the making of a Credit Extension set forth in Section 4.02 (if secured, not be secured by assets other than Section 4.02(c)) the Collateral, provided that during an Investment Grade Period any Incremental Facility shall be satisfied or waived. At the time of sending such notice, the Parent 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)unsecured.

Request for Increase. Upon written Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Parent Borrower may from time to time, request an increase in the aggregate amount of Aggregate Credit Facility Amount (as determined by the Facilities to Borrower) by an amount that will not exceeding $1,000,000,000 in cause the aggregate after giving effect to such increase by requesting an increase in the Revolving Aggregate Credit Facility Amount to be greater than the sum of (each such increasei) the Aggregate Credit Facility Amount on the Closing Date, an “Incremental Revolving Increase”plus (ii) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”)$500,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser other amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and ). Such increase in the Aggregate Credit Facility Amount may be utilized by requesting either (ivi) the conditions to additional Revolving Credit Commitments or (ii) the making of a Credit Extension set forth additional Term Loans (in Section 4.02 (other than Section 4.02(cone or more tranches of Term Loans)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower shall specify the nature of such increase (either as a Revolving Credit Commitment or as Term Loans (in one or more tranches of Term Loans)) and may request all or part of such increase from the existing Lenders and, if it does so, shall specify (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). In the event that the Borrower elects to request such increase as Term Loans, the Borrower (in consultation with the Administrative Agent) shall notify the Lenders of the material terms of the Term Loans, including the proposed pricing, maturity, amortization schedule, maximum number of Interest Periods, permitted Types of Term Loans and other terms customary for Term Loans, provided, however that (A) the maturity date for such Term Loans shall not be prior to the Maturity Date with respect to the Revolving Credit Facility and (B) such Term Loans shall not require prepayment other than (i) as otherwise required pursuant to this Agreement and (ii) scheduled amortization in excess of 5% of the aggregate initial principal amount of such Term Loans per annum.

Request for Increase. Upon written notice to the Administrative Agent, the Parent Borrower may from time to time, request an increase in the aggregate amount of the Facilities to an amount not exceeding the Dollar Equivalent of $1,000,000,000 2,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Commitment (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Loan Facility or Term A-2 Loan Facility (each such increase, an “Incremental Revolving Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Revolving Credit FacilityClass of and, if applicable, the Tranche of, the Facilities being increased, and (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) all incremental commitments and loans provided as part of the second proviso to Section 10.01, an Additional TL Tranche shall be on terms agreed to by the Parent Borrower Borrowers and the Lenders providing such Incremental Term Loan Facility, Additional TL Tranche; provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of any then existing Facility and (y) if the terms of such Incremental Term Loan Facility Additional TL Tranche (other than final maturity) are not the same as the terms of the Term A-1 Loan, the Term A-2 Loan or a then existing Incremental Term Loan FacilityAdditional TL Tranche, the administrative, technical and operational provisions of such new Incremental Term Loan Facility Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent, Agent and the Lenders providing such Additional TL Tranche. The Parent Borrower may approach any Lender or any Person that meets the requirements to be an Assignee under Section 12.6(b)(i) and (ivii)(B) to provide all or a portion of the requested increase; provided that (x) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Lender without the written consent of the Administrative Agent and the Letter of Credit Issuers, in each case, if required pursuant to Section 12.6(b) and (z) the conditions Parent Borrower shall not be obligated to offer any existing Lender the making opportunity to provide any portion of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waivedrequested increase. At the time of sending such its notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Parent Borrower 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 such Lenders).

Request for Increase. Upon written notice to the Administrative AgentThe Company may, the Parent Borrower may from time to time, request an increase in by notice to the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting Administrative Agent (i) an increase in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”), (ii) an increase in the Term A-1 Loan Facility (each, a “Term A-1 Loan Increase”), (iii) an increase in the Term A Loan Facility (each, a “Term A Loan Increase”), (iv) an increase in the Term B Loan Facility (each, a “Term B Loan Increase”; each Term A-1 Loan Increase, Term A Loan Increase and Term B Loan Increase, collectively, referred to as the “Term Loan Increases”), (v) one or establishing a new more term A loan tranches to be made available to the Company (or increasing an existing) tranche of pari passu term loans (each such trancheeach, an “Incremental Term Loan FacilityA Loan”) or (vi) one or more term B loan tranches to be made available to the Company (each, it being understood that an increase of an existing tranche does not create a separate “Incremental Term Loan FacilityB Loan”; each Incremental Term A Loan Facility and Incremental Revolving Increase are collectively Term B Loan, collectively, referred to as the “Incremental FacilitiesTerm Loans”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases shall not exceed the Maximum Increase Amount; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section) and no more than five Incremental Increases may be effectuated during the aggregate limit in respect term of this Agreement; (iii) no Revolving Credit Increase shall (A) be effectuated without the increases set forth above consent of each applicable L/C Issuer that is a Revolving Credit Lender (or or, if such lesser amount as the Parent Borrower and the Administrative Agent may agreeincrease applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers), (iiB) all increase the Swing Line Sublimit without the consent of the Swing Line Lender, (C) increase the Designated Borrower Sublimit without the consent of the Required Revolving Lenders, or (D) increase the Alternative Currency Sublimit without the consent of the Required Revolving Lenders; (iv) [reserved]; (v) no Incremental Revolving Increases Term Loan shall be on mature earlier than the same terms Maturity Date for the Term B Loan Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term B Loan Facility; provided that up to $500,000,000 of principal amount of Incremental Term A Loans may have a maturity date earlier than, and a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term B Facility so long as the Revolving Credit final maturity date thereof is no earlier than the Maturity Date of, and the weighted average life to maturity thereof is no shorter than the remaining weighted average life to maturity of, the Term A Facility, ; (iiivi) each Incremental Term Loan Facility shallshall (A) rank pari passu or junior in right of payment, subject to clause prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (ii)(y) of the second proviso to Section 10.01, be on terms unless agreed to be paid after the Term Loans by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Loan) (and any Incremental Term Loan Facility (Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, Agent and the Company) and (ivB) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Company; provided that, if the Applicable Rate in respect of any Incremental Term B Loan or Term B Loan Increase exceeds the Applicable Rate then in effect for the Term B Facility by more than 0.50% for each Type of Loan, then the Applicable Rate for the Term B Facility shall be increased so that the Applicable Rate in respect of the Term B Facility for each Type of Loan is equal to the Applicable Rate for the Incremental Term B Loan or Term B Loan Increase for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.16(a), in determining the Applicable Rate(s) applicable to each Incremental Term B Loan or Term B Loan Increase and the Applicable Rate(s) for the applicable Term B Facility, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders under such Incremental Term B Loan, Term B Loan Increase or the Term B Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the conditions effects of any and all LIBOR floors shall be included and (3) customary arrangement or commitment fees payable to the making Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their affiliates) of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) any Incremental Term B Loan or Term B Loan Increase shall be satisfied or waived. At excluded; (vii) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the time of sending such noticeextent not consistent with the terms and conditions applicable to the applicable Term Loan Facility, the Parent Borrower (in consultation with shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loans and the Company; and (viii) each Incremental Increase shall specify the time period within which each Lender constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is requested to respond (which junior in right of payment, prepayment, voting and/or security, shall in no event be less than ten Business Days from the date of delivery of such notice guaranteed and secured pursuant to the Lenders)Guaranty and the Collateral Documents on a pari passu basis with the other Obligations hereunder.

Request for Increase. Upon written Provided there exists no Default or Event of Default, upon notice to the Administrative AgentAgent (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 Parent Borrower Company may from time to time, request an increase in the 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 of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to (for all such increase by requesting an increase requests, together with all increases in the Revolving Credit Facility pursuant to Section 2.20(a)) not to exceed the Incremental Amount by (each 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 increaseincrease or to make such Add-On Term Loans, as 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 (a)(i) above, an “Incremental Revolving Increase”amendment to this Agreement as contemplated by clause (b)(i) below, or establishing a new (or increasing an existing2) tranche in the case of pari passu term loans the addition of Add-On Term Loans in accordance with clause (each such tranchea)(ii) above, an “Incremental Add-On Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to Joinder Agreement as “Incremental Facilities”)contemplated by clause (b)(ii) below; provided that (iA) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser 50,000,000 (or, if less, the amount if such amount represents 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 aggregate limit in respect approval of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which approval shall in no event not be less than ten Business Days from the date of delivery of such notice to the Lendersunreasonably withheld or delayed).

Request for Increase. Upon written notice to the Administrative AgentThe Borrower may, the Parent Borrower may from time to time, request an increase in by notice to the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting Administrative Agent (A) an increase in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”), (B) an increase in any Term A Facility (each, a “Term A Loan Increase”), (C) an increase in the Term B Facility (each, a “Term B Loan Increase”; each Term A Loan Increase and Term B Loan Increase, collectively, referred to as the “Term Loan Increases”), (D) one or establishing a new more term A loan tranches to be made available to the Borrower (or increasing an existing) tranche of pari passu term loans (each such trancheeach, an “Incremental Term Loan FacilityA Loan”) or (E) one or more term B loan tranches to be made available to the Borrower (each, it being understood that an increase of an existing tranche does not create a separate “Incremental Term Loan FacilityB Loan”; each Incremental Term A Loan Facility and Incremental Revolving Increase are collectively Term B Loan, collectively, referred to as the “Incremental FacilitiesTerm Loans”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that that: (i) [reserved]; (ii) the principal amount for all such Incremental Increases shall not exceed the Incremental Available Amount, provided that, without limiting any other clause of this Section 2.14(a), the limitation in this clause (ii) shall not apply during a Collateral Release Period (but, without limitation, the requirement of Section 2.14(d)(i)(C) shall apply); (iii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under this Section); (iv) no Revolving Credit Increase shall (A) increase the aggregate limit in respect Financial/Commercial Letter of Credit Sublimit or the increases set forth above Aggregate Revolving Credit Commitments without the consent of each L/C Issuer under the Revolving Credit Facility (or or, if such lesser amount as the Parent Borrower and the Administrative Agent may agreeincrease applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers), (iiB) all increase the Letter of Credit Commitment of any L/C Issuer without the consent of such L/C Issuer or (C) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (v) [reserved]; (vi) no Incremental Revolving Increases Term A Loan shall be on mature earlier than the same terms as latest Maturity Date for either Term A Facility then in effect or have a shorter weighted average life to maturity than the Revolving Credit Facilitylongest remaining weighted average life to maturity of each Term A Facility (or, if applicable, and longer, any prior Incremental Term A Loan); provided that at the option of Borrower, this clause (iiivi) shall not apply to any Permitted Bridge Indebtedness; (vii) no Incremental Term B Loan shall mature earlier than the Maturity Date for the Term B Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term B Facility (or, if applicable, and longer, any prior Incremental Term B Loan); provided that at the option of Borrower, this clause (vii) shall not apply to any Permitted Bridge Indebtedness; (viii) each Incremental Term Loan Facility shallshall (A) be pari passu in right of payment, subject to clause prepayment, voting and/or security with the Term Loans (ii)(yit being understood that during a Collateral Release Period, any Incremental Term Loan shall be unsecured), including sharing in mandatory prepayments under Section 2.05(b) of pro rata with the second proviso to Section 10.01, be on terms Term Loans (unless agreed to be paid after the Term Loans by the Parent Borrower and the Lenders providing such Incremental Term Loan), and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; provided that, in the case of any Incremental Term B Loan Facilityor Term B Loan Increase on or prior to twenty-four (24) months after the Second Amendment Closing Date, provided, that if the terms Applicable Rate in respect of such Incremental Term B Loan or Term B Loan Increase exceeds the Applicable Rate then in effect for the Term B Facility (other or, if applicable, any prior Incremental Term B Loan) by more than final 0.50% for each Type of Loan, then the Applicable Rate for the Term B Facility (including any prior Incremental Term B Loan) shall be increased so that the Applicable Rate in respect of the Term B Facility (and any prior Incremental Term B Loan) for each Type of Loan is equal to the Applicable Rate for the Incremental Term B Loan or Term B Loan Increase for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.14(a), in determining the Applicable Rate(s) applicable to each Incremental Term B Loans or Term B Loan Increase and the Applicable Rate(s) for the applicable Term B Facility (and any prior Incremental Term B Loan), (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such Incremental Term B Loan, Term B Loan Increase or the Term B Facility (and any prior Incremental Term B Loan) in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) are if any interest rate floor for such Incremental Term B Loan or Term B Loan Increase is greater than any floor for the Term B Facility (or any prior Incremental Term B Loan), the difference between such floor for such Incremental Term B Loan or Term B Increase and the Term B Facility (or any prior Incremental Term B Loan) shall be equated to an increase in the Applicable Rate to the extent an increase in the interest rate floor applicable to the Term B Facility (and/or any prior Incremental Term B Loan) would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the same Applicable Rate) applicable to the Term B Facility (or any prior Incremental Term B Loan) shall be increased by such increased amount, and (3) customary arrangement, ticking, unused line, amendment, consent, structuring, underwriting, or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term B Facility (and any prior Incremental Term B Loan) or to one or more arrangers (or their affiliates) of any Incremental Term B Loan or Term B Loan Increase and other similar fees not paid by the Borrower generally to all lenders providing such Indebtedness shall be excluded; (ix) except as provided above and in Section 2.14(d), all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms of a then existing Incremental and conditions applicable to the applicable Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Borrower; and (ivx) the conditions each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the making of Guaranty and the Collateral Documents on a Credit Extension set forth in Section 4.02 pari passu basis with the other Obligations hereunder (other than Section 4.02(c)) it being understood that during a Collateral Release Period any Incremental Increase shall be satisfied or waived. At the time of sending such notice, the Parent 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 Lendersunsecured).