Common use of Request for Increase Clause in Contracts

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers may from time to time request an increase in the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).

Request for Increase. Provided there exists Borrower may at any time prior to the applicable Maturity Date, so long as, no DefaultEvent 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), upon written 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 Agent, Agent in writing of the Borrowers may from time to time request an increase in the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that any such request for an proposed increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree). At the time of sending such notice, a “Commitment Increase Notice”) (which shall promptly notify the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocatedLenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (iA) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or 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 Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Revolving Credit Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of such increase in the Revolving Credit Facility New Commitments 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 New Commitment) and (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).

Request for Increase. Provided there exists that no DefaultDefault or Event of Default shall have occurred and be continuing at such time or would result therefrom, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers Borrower may at any time and from time to time time, request an increase in Loans (which increase may take the Revolving Credit form of new term loan commitments (“Incremental Term Commitments”) and loans (“Incremental Term Loans”)) under an Incremental Term Facility by in an aggregate amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such timeAvailable Incremental Amount; provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree)50,000,000. At the time of sending such notice, the Borrowers Borrower (in consultation with the Administrative Agent) shall specify the identity 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 each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion delivery of such increase notice to such Lenders by the Administrative 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 Revolving Credit Facility be allocated; providedaggregate materially more adverse to the Borrower and its Restricted Subsidiaries than the terms and conditions relating to the Term Facility, 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 (ii) any Eligible Assignee providing any portion of such 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 acceptable to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”except to the extent that they are consistent with clause (e) below).

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers Borrower, may from time to time time, request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility by (each such increase, an amount (in the aggregate for all such requests“Incremental Revolving Increase”) not exceeding $450,000,000, less the aggregate amount of all increases or an increase in the Term Facility consummated pursuant (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to Section 2.18 on or prior to such timeas “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 (10,000,000, or such lesser amount as Borrowers agreed to by the 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 Facility being increased. At the time of sending In such written notice, the Borrowers Borrower shall specify (if then known) the identity of each Revolving Credit Lender and each Eligible Assignee that it proposes 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 approach to provide all or a portion of such increase (subject in the Revolving Credit Facility may elect or declineeach case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in its sole discretion, to provide all or a portion of any such increase in and the Revolving Credit Facility offered Borrower shall not be required to it (and any Revolving Credit Lender that has failed to respond offer to any existing Lender the opportunity to participate in any such request shall be deemed to have declined to increase its Revolving Credit Commitment) and (iiy) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”). At the time of sending such notice, the 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. Provided there exists no DefaultThe Company may, upon written from time to time, request by notice to the Administrative Agent, the Borrowers may from time to time request an increase Agent (x) one or more increases in the Revolving Credit Facility by (each, a “Revolving Credit Increase”) or (y) one or more term loan tranches to be made available to the Company (each, an “Incremental Term Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount (for all such Incremental Increases in the aggregate for all such requestssince the Closing Date (including the then requested Incremental Increase) shall not exceeding exceed $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time1,000,000,000; provided that (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or such a lesser amount as Borrowers in the event such amount represents all remaining availability under this Section) and Administrative Agent the Company may agree). At the time make a maximum of sending five such notice, the Borrowers shall specify the identity of each requests; (iii) no Revolving Credit Lender Increase shall increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) each Incremental Term Loan shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocatedCompany; provided(v) except as provided above, 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 (other terms and any Revolving Credit Lender that has failed to respond conditions applicable to any such request Incremental Term Loan shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company (it being understood that if any terms taken as a whole are materially more favorable to the applicable Lenders providing such Incremental Term Loan than those applicable under this Agreement, 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 its counsel (vi) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed pursuant to the terms of the Company Guaranty on a “New Revolving Lender Joinder Agreement”)pari passu basis with the other Obligations hereunder.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Revolving Lenders), the Borrowers Company may from time to time time, request an increase in the Revolving Credit Facility by an amount (in the aggregate for all such requests, and together with any requests made pursuant to Section 2.18 below) not exceeding $450,000,000, less 100,000,000 (the aggregate amount of all increases in the Term “Incremental Revolving Facility consummated pursuant to Section 2.18 on or prior to such timeMaximum Amount”) (an “Incremental Revolving Facility”); provided that (i) any such request for an increase Incremental Revolving Facility shall be in a minimum amount of $25,000,000 50,000,000, (ii) the Company may make a maximum of three (3) such requests, and (iii) the Incremental Revolving Facility Maximum Amount shall not apply if, after giving effect to any such Incremental Revolving Facility, the Consolidated Net Leverage Ratio on a Pro Forma Basis (after giving effect to the incurrence of such 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 lesser amount as Borrowers calculation of the Consolidated Net Leverage Ratio shall assume the Incremental Revolving Facility is fully drawn). For purposes of the forgoing incurrence test, it is understood and Administrative Agent may agree)agreed that the proceeds of the applicable Incremental Revolving Facility shall not be netted against the applicable Indebtedness included in the calculation of the Consolidated Net Leverage Ratio. At the time of sending such notice, the Borrowers Company (in consultation with the Administrative Agent) shall specify the identity of time period within which each Revolving Credit Lender and each Eligible Assignee is requested to whom respond (which shall in no event be less than ten (10) Business Days from the Borrowers propose any portion date of delivery of such increase in notice to 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”Lenders).

Request for Increase. Provided there exists no DefaultThe Borrower may request an increase in Commitments from time to time upon notice to Administrative Agent, upon 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 Borrowers may from time to time request an increase Agent in the Revolving Credit Facility by form of Exhibit D (such notice, an amount “Incremental Loan Commitment Increase Notice”), pursuant to which the Borrower will request the Lenders to increase their Commitments (each an “Incremental Loan Commitment”) in the aggregate for all such requests) not exceeding $450,000,000, less the an aggregate amount of all increases in as mutually agreed between the Term Facility consummated pursuant to Section 2.18 on or prior to such timeAdministrative Agent and the Borrower (the “Incremental Loan Amount”); provided provided, that (i) any such request for an increase Incremental Loan Commitment shall be in a minimum amount of $25,000,000 (10,000,000 or such lesser amount as Borrowers equal to the remaining Incremental Loan Amount and Administrative Agent increments of $5,000,000 (each an “Incremental Loan Commitment Increase”), (ii) no request for an Incremental Loan Commitment may agreebe made after the end of the Availability Period, (iii) the Borrower shall provide to the Lenders such information that is reasonably required by the Lenders to evaluate the request for an Incremental Loan Commitment and (iv) on the date of any request by the Borrower for an Incremental Loan Commitment Increase the conditions set forth in Section 2.9(e)(i). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocated; provided(ii), 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 Commitmentiii) and (iiiv) any Eligible Assignee providing any portion shall have been satisfied. An Incremental Loan Commitment Increase Notice shall set out the amount of the Incremental Loan Commitment requested and the date on which such Incremental Loan Commitments are requested to be effective (each an “Incremental Loan Increase Date”), which shall not be less than thirty (30) days nor more than forty-five (45) days after the date of such increase in notice. Any Incremental Loan Commitment shall be a commitment to make loans with the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assigneesame principal terms as the Loans, a “New Revolving Credit Lender”) shall become a Revolving Credit Lender pursuant to a joinder agreement in form including the same interest rate, Applicable Margin and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)maturity date.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers may from time to time request an increase in the Revolving Credit Term B Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Revolving Credit Facility consummated pursuant to Section 2.18 2.17 on or prior to such time; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers Borrower and Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Term B 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 Term B Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Revolving Credit Term B 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 participate in such increase its Revolving Credit Commitmentin the Term B Facility) and (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit Term B Facility that is not an existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit Term Lender”) 87 shall become a Revolving Credit Term B Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Revolving 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. Provided there exists no Default, upon The Borrower may by written notice to the Administrative AgentAgent request, the Borrowers may from time to time request time, to increase the aggregate principal amount of the Facilities to an increase amount not exceeding $900,000,000 through one or more increases in the existing Revolving Credit Facility by (each, an amount (in the aggregate for all such requests“Incremental Revolving Commitment”) not exceeding $450,000,000, less the aggregate amount of all and/or increases in the principal amount of the Term Facility consummated pursuant Loan (each, an “Incremental Term Commitment”) and/or the addition of one or more new pari passu tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility, Incremental Revolving Commitment and Incremental Term Commitment are collectively referred to Section 2.18 on or prior to such timeas “Incremental Commitments”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 50,000,000 (or provided that such lesser amount as Borrowers may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Facilities set forth above) and (ii) the Borrower may make a maximum of three such requests. Each notice from the Borrower 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). At (the time of sending such notice, the Borrowers shall specify “Notice Period”) and (ii) the identity of each Revolving Credit Lender and each other Eligible Assignee to whom the Borrowers propose Borrower proposes any portion of such increase in Incremental Commitments be allocated and the Revolving Credit Facility be allocatedamount of such Incremental Commitments being requested from each such Lender and Eligible Assignee; provided, however, provided that (i) any existing Revolving Credit Lender approached to provide all or a portion of such increase in the Revolving Credit Facility Incremental Commitments 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 (Incremental Commitment and any Revolving Credit Lender that has failed to respond to any such request not responding within the Notice Period shall be deemed to have declined to increase its Revolving Credit provide such Incremental Commitment) and (ii) any Eligible Assignee providing any portion of such 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 . The Administrative Agent and its counsel the Borrower shall thereafter determine the effective date (a each an “New Revolving Lender Joinder AgreementIncrease Effective Date”)) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers Borrower may from time to time request an increase in the Revolving Credit Facility Aggregate Commitments by an amount (in the aggregate for all such requests, in the aggregate) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time100,000,000; provided that (I) any such request for an increase shall be in a minimum amount of $25,000,000 5,000,000, (or II) the Borrower may select an increase of Term A Commitments and/or Term B Commitments, and (III) the Borrower may make a maximum of three (3) such lesser amount as Borrowers and Administrative Agent may agree)requests. At the time of sending such notice, the Borrowers Borrower (in consultation with the Administrative Agent) shall specify the identity 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 each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion 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 Revolving Credit Facility Aggregate Commitments shall be allocated; providedmade on the same terms (including, howeverwithout 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 (ior 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 existing Revolving Credit Increasing Term Lender approached to provide all or a portion of such in connection with any other 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 (ii) any Eligible Assignee providing any portion of such 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 Aggregate Commitments pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”this Section 2.16).

Request for Increase. Provided there exists no Default, upon written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), at any time after the Closing Date, the Borrowers Company may from time request additional 152302503 Commitments (each an “Additional Commitment” and all of them, collectively, the “Additional Commitments”); provided that (x) after giving effect to time request an increase in the Revolving Credit Facility by an amount (in the aggregate for all any such requests) not exceeding $450,000,000addition, less the aggregate amount of all increases in the Term Facility consummated Additional Commitments that have been added pursuant to this Section 2.18 on or prior to such time; provided that 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 whole multiple of $1,000,000 in excess thereof (or or, in either case, such lesser amount as Borrowers may be acceptable to the Administrative Agent) and Administrative Agent may agree). At the time of sending (z) after giving effect to any such noticeaddition, the aggregate outstanding amount of Additional Term Loans made to Designated Borrowers that are not U.S. Borrowers shall specify not exceed, when taken together with the identity aggregate Outstanding Amount of each 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 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 2.15 and no Lender and each Eligible Assignee shall have the ability to whom the Borrowers propose block any portion of such pursuit although no Lender shall be obligated to provide any Additional Commitments); provided that no increase in the Aggregate Revolving Credit Facility be allocated; providedCommitments shall (A) increase the Swing Line Sublimit without the consent of the Swing Line Lender, however, that (iB) any existing Revolving increase the Letter of Credit Lender approached to provide all Sublimit (or a portion change the allocation of such the Letter of Credit Sublimit among the L/C Issuers) without the consent of the L/C Issuers or (C) increase in the Revolving Credit Facility may elect Alternative Currency Sublimit or declinethe Designated Non-U.S. Borrower Sublimit, in its sole discretioneither case, to provide all or a portion without the consent of such increase in the Required 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)Lenders.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers may Borrower may, at any time and from time to time after the Closing Date, request to increase the aggregate amount of the Facilities to an amount not exceeding $225,000,000 by requesting an increase in the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant (each such increase, an “Incremental Term Increase”) or establishing a new (or increasing an existing) tranche of pari passu term facility (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and Incremental Term Increase are collectively referred to Section 2.18 on or prior to such timeas “Incremental Facilities”); provided that any such request for an increase (i) each Incremental Term Increase shall be on the same terms as the Term Facility, (ii) the terms and conditions of each Incremental Term Loan Facility, subject to clause (i) of the last proviso to Section 10.01, if applicable, will be determined by the Borrower and the lenders under such Incremental Term Loan Facility, 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 operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iii) 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 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 minimum amount portion of $25,000,000 such Incremental Facility (or such lesser amount as Borrowers and Administrative Agent may agreesubject in each case to any requisite consents required under Section 10.06). At the time of sending such notice, the Borrowers Borrower (in consultation with the Administrative Agent) shall specify the identity 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 each Revolving Credit delivery of such notice to such Lender). Each Lender and each Eligible Assignee (if any) identified in such notice shall endeavor to whom notify the Borrowers propose any Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of such increase in and, if so, the Revolving Credit Facility be allocated; provided, however, amount of such requested increase that (i) any existing Revolving Credit it proposes to provide. Any 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 applicable facility offered to it (and any Revolving Credit it. Any Lender that has failed to respond to any not responding within such request time period shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) provide any portion of the requested increase. Any Eligible Assignee providing any portion of such the requested 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 Administrative Agent and its counsel (a “New Revolving 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. Provided there exists no Default, upon written Upon notice to the Administrative AgentAgent or the Incremental Arranger, the Borrowers may Borrower may, from time to time time, request an increase in one or more additional Facilities of term loans or additional term loans of the Revolving Credit same Facility by an amount as any existing Term Loans (“Incremental Term Loans”) and/or increases in the aggregate for all Revolving Commitments (“Revolving Commitment Increases”); provided that (i) the Consolidated Interest Coverage Ratio, calculated on a pro forma basis, after giving effect to the incurrence of such requests) not exceeding $450,000,000, less Incremental Term Loans and/or Revolving Commitment Increase (assuming that the aggregate full amount of all increases in such Revolving Commitment Increase is drawn) and the Term Facility consummated 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 2.18 on or prior to such time; provided that 6.01, (ii) any such request for an increase shall be in a minimum amount of $25,000,000 10,000,000, (or such lesser amount as Borrowers iii) the interest rate, maturity and Administrative Agent may agree). At the time amortization schedule for any new Facility of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender 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 Incremental Term Loans shall be deemed determined by the Borrower and the applicable Lenders under such Facility, (iv) except with respect to have declined to increase its Revolving Credit Commitmentitems in clauses (iii) and (iiv) any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assigneethis Section 2.17(a) and Section 2.17(e) below, a “New Revolving Credit Lender”) Incremental Term Loans shall become a Revolving Credit Lender be on terms and subject to conditions and pursuant to a joinder agreement in form documentation to be determined by the Borrower and substance 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 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 its counsel (a “New Revolving Lender Joinder Agreement”)v) such Incremental Term Loans may be provided in any currency as mutually agreed among the Administrative Agent, the Borrower and the applicable lenders under such Facility.

Request for Increase. Provided (i) subject to Section 1.10, there exists no DefaultDefault 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 written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers Company may from time to time request time, request, and, subject to this Section 2.14 (including Section 2.14(c)) Lenders hereby consent to, (x) an increase in the Revolving Credit Facility (each, an “Incremental Revolving Commitment”) and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an amount (in the aggregate for all such requestsrequests in the aggregate) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time250,000,000; provided that (A) any such request for an increase shall be in a minimum amount of $25,000,000 5,000,000, and (B) no such increase shall increase the Letter of Credit Sublimit, the Domestic Swing Line Sublimit, the Foreign Swing Line Sublimit or such lesser amount as Borrowers and Administrative Agent may agree)the Foreign Borrower Sublimit. At the time of sending such notice, the Borrowers Company (in consultation with the Administrative Agent) shall specify the identity 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 each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion delivery of such increase in notice to the Revolving Credit Facility be allocated; provided, however, that (i) any existing Revolving Credit Lender approached Lenders or such other time period as agreed to provide all or a portion of such increase in by 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 (Borrower and any Lender providing an Incremental Revolving Credit Lender that has failed Commitment or an Incremental Term Commitment); provided further that, solely to respond the extent the proceeds thereof are applied to any such request shall be deemed (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 have declined to increase its Revolving Credit Commitment) and (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible AssigneeGNA Financing, Inc., a Delaware corporation, or certain of its subsidiaries and affiliates (collectively, the “New Revolving Credit LenderTarget”) shall become a Revolving Credit Lender ), pursuant to a joinder certain purchase agreement in form to be entered into by the Company and substance reasonably the Target on terms and conditions satisfactory to the Administrative Agent (together with the exhibits and its counsel (a schedules thereto, as amended, restated, supplemented or otherwise modified from time to time, the “New Revolving Lender Joinder 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. Provided there exists that no DefaultDefault shall have occurred and is then continuing, upon written notice to the Administrative Agent, the Borrowers may Borrower may, at any time and from time to time request an time, elect to increase in the Revolving Credit Facility by to an amount (not exceeding $750,000,000 in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior after giving effect to such timeincrease; provided that any such request for an increase shall be in a minimum amount of $25,000,000 (50,000,000 or such lesser other amount as Borrowers reasonably agreed to by the Borrower and the Administrative Agent may agree)Agent. At Each notice from the time of sending such notice, the Borrowers Borrower pursuant to this Section 2.15 shall specify the identity of each Revolving Credit Lender and each Eligible Assignee that it has or proposes to whom the Borrowers propose any 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 Revolving Credit Facility be allocated; providedAdministrative Agent and the Borrower within 20 Business Days whether or not it agrees to provide all or a portion of such increase and, howeverif so, that (i) any whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. 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 it. Any designated Lender that has failed to respond to any not responding within such request time period shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) any . Any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”). The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. Provided there exists The Borrower may, at any time and from time to time (but in no Defaultevent more than once during each fiscal year of Borrower), upon written request, by notice to the Administrative Agent, the Borrowers may from time to time request Administrative Agent’s approval of an increase of the total Commitments (a “Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Commitment Increase. 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 disapproval. If the Administrative Agent approves any such Commitment Increase, 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 approval by the Administrative Agent is not a commitment by the Administrative Agent to increase its Commitment or to find New Lenders. Any Commitment Increase shall be subject to the following limitations and conditions: (i) any increase (in the Revolving Credit Facility by an aggregate) in the total Commitment and the amount (in the aggregate for all such requestsaggregate) not exceeding $450,000,000, less the aggregate of any new Commitment and/or any amount of all increases (in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that aggregate) of any such request for an 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 such lesser amount as Borrowers and Administrative Agent may agree500,000 if in excess thereof). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender 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 (ii) any Eligible Assignee providing any portion of such 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 no Commitment Increase pursuant to this Section 2.20 shall increase the total Commitment to an amount in excess of $100,000,000; (iii) the Borrower and each New Lender shall have executed and delivered a joinder agreement in form Commitment and substance reasonably satisfactory Acceptance and the Administrative Agent shall have accepted and executed the same; (iv) the Borrower shall have executed and delivered to the Administrative Agent and its 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 (a “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); (vi) all Guarantors shall have consented in writing to the Commitment Increase and shall have agreed that their Guaranties continue in full force and effect; and (vii) the Borrower and each New Revolving Lender Joinder 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 Administrative Agent shall have reasonably requested in connection with such Commitment Increase. The form and substance of the documents required under clauses (iii) through (vii) above shall be acceptable to the Administrative Agent. The Administrative Agent shall provide written notice to all of the Lenders hereunder of any Commitment Increase.

Request for Increase. Provided there exists no Event of Default or Unmatured Event of Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Revolving Loan Lenders), the Borrowers Borrower may from time to time time, request an increase in the Aggregate Revolving Credit Facility Loan Commitment by an amount (in the aggregate for all such requests) not exceeding $450,000,000200,000,000 (such amount, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time“Maximum Revolving Credit Increase”); provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree)in increments of $5,000,000 in excess thereof or, if less, the entire remaining unused Maximum Revolving Credit Increase. At the time of sending such notice, the Borrowers Borrower (in consultation with the Administrative Agent) shall specify the identity of time period within which each Revolving Credit Loan Lender and each Eligible Assignee is requested to whom respond (which shall in no event be less than ten Business Days from the Borrowers propose any portion 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 in the its Revolving Credit Facility be allocated; providedLoan Commitment and, howeverif so, that (i) any existing Revolving Credit Lender approached to provide all whether by an amount equal to, greater than, or a portion less than its Pro Rata Share of such increase in the requested increase. Any Revolving Credit Facility may elect or decline, in its sole discretion, to provide all or a portion of Loan Lender not responding within such increase in the Revolving Credit Facility offered to it (and any Revolving Credit Lender that has failed to respond to any such request time period shall be deemed to have declined to increase its Revolving Credit Loan Commitment) . The Administrative Agent shall notify the Borrower and (ii) any Eligible Assignee providing any portion each Revolving Loan Lender of such increase in the Revolving Credit Facility that is not an Loan Lenders’ responses to each request made hereunder. Such increase shall be provided by existing Revolving Credit Lender 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 (such which approvals shall not be unreasonably withheld), by Eligible Assignee, a “New Assignees that become Revolving Credit Lender”) shall become a Revolving Credit Lender Loan Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (counsel; provided that the Commitment of each Eligible Assignee shall be in a “New Revolving Lender Joinder Agreement”)minimum amount of $5,000,000.

Request for Increase. Provided there exists If no DefaultDefault or Event of Default has occurred and is continuing AMRC may at any time and from time to time, upon written request (each an “Incremental Commitment Request”) by delivering a notice to the Administrative Agent, Agent (who shall promptly notify the Borrowers may from time to time request an increase in Lenders of the Revolving Credit Facility substance thereof) that the Delayed Draw Term Loan Commitment Amount be increased by an aggregate amount (in the aggregate for all such requests) not exceeding $450,000,000, less 75,000,000 and the Revolving Loan Commitment Amount be increased by aggregate amount of (for all increases in such requests) not exceeding $15,000,000 (each such increase, an “Incremental Commitment”; and the Term Facility consummated loans made pursuant to Section 2.18 on or prior to each such timeIncremental Commitment, the “Incremental Loans”); provided that any (i) 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 10,000,000 (or or, if less, the remaining portion of such lesser amount as Borrowers of total amount) and integral multiples of $5,000,000 in excess thereof, in the 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 of the Revolving Loan Commitment Amount; and (iii) AMRC may not submit more than five Incremental Commitment Requests during the term of this Agreement. The notice by the Administrative Agent may agree). At to the time of sending such notice, the Borrowers Lenders describing each Incremental Commitment Request shall specify the identity of each Revolving Credit Lender and each Eligible Assignee time period (to whom be determined by the Borrowers propose in consultation with the Administrative Agent but in no event be less than 15 Business Days from the date of delivery by AMRC of the applicable Incremental Commitment Request to the Administrative Agent) within which each Lender is required to inform the Administrative Agent whether such Lender intends to provide 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 applicable Incremental Commitment) and (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).

Request for Increase. Provided there exists that no DefaultDefault shall have occurred and is then continuing, upon written notice to the Administrative Agent, the Borrowers may Borrower may, at any time and from time to time request time, elect to increase the aggregate principal amount of the Facilities to an increase in amount not exceeding $1,150,000,000 by increasing the Revolving Credit Facility Facility, by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in increasing the Term Facility consummated pursuant to Section 2.18 and/or by implementing a new term facility on or prior 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 timenew 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 tranche or new term facility, an “Incremental 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 (the “New Term Facility”)); provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser other amount as Borrowers reasonably agreed to by the Borrower and the Administrative Agent may agree)Agent. At Each notice from the time of sending such notice, the Borrowers 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 Revolving Credit Lender and each Eligible Assignee that it has or proposes to whom the Borrowers propose any 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 Revolving Credit Facility be allocated; providedAdministrative Agent within 20 Business Days whether or not it agrees to provide all or a portion of such increase and, howeverif so, that (i) any whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. 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 applicable Facility offered to it (and any Revolving Credit it. Any designated Lender that has failed to respond to any not responding within such request time period shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) 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 Revolving Credit applicable 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 Administrative Agent and its counsel (a “New Revolving 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), in each case on terms permitted under this Section 2.15(b); provided that the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to any additional Lender’s providing such Incremental Facilities if such consent by the Administrative Agent would be required under Section 11.06(b) for an assignment of Incremental Facilities to such additional Lender.

Request for Increase. Provided there exists no DefaultThe Company may, upon written from time to time, request by notice to the Administrative AgentAgent (x) during the Availability Period one or more increases of the Commitments (each, a “Term Loan Commitment Increase”) or (y) after the Borrowers may from time Availability Period has ended one or more term loan tranches to time request be made available to the Company (each, an increase in “Incremental Term Loan”; each Incremental Term Loan and each Term Loan Commitment Increase, collectively, referred to as the Revolving Credit Facility by an “Incremental Increases”); provided that (i) the principal amount (for all such Incremental Increases in the aggregate for all such requestssince the Closing Date (including the then requested Incremental Increase) shall not exceeding exceed $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time500,000,000; provided that (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or such a lesser amount as Borrowers in the event such amount represents all remaining availability under this Section) and Administrative Agent the Company may agree). At make a maximum of two such requests; (iii) no Term Loan Commitment Increase shall increase any Lender’s Commitment without the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion consent of such increase in Lender; (iv) each Incremental Term Loan shall have an Applicable Rate or pricing grid as determined by the Revolving Credit Facility be allocatedLenders providing such Incremental Term Loans and the Company; providedand (v) except as provided above, 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 (other terms and any Revolving Credit Lender that has failed to respond conditions applicable to any such request Incremental Term Loan shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company (it being understood that if any terms taken as a whole are materially more favorable to the applicable Lenders providing such Incremental Term Loan than those applicable under this Agreement, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”not to be satisfied with such terms).

Request for Increase. Provided there exists no DefaultThe Company may, upon written from time to time, request by notice to the Administrative Agent, the Borrowers may from time to time request an increase Agent (x) one or more increases in the Revolving Credit Facility by (each, a “Revolving Credit Increase”) or (y) one or more term loan tranches to be made available to the Company (each, an “Incremental Term Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount (for all such Incremental Increases in the aggregate for all such requestssince the Closing Date (including the then requested Incremental Increase) shall not exceeding exceed $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time500,000,000; provided that (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or such a lesser amount as Borrowers in the event such amount represents all remaining availability under this Section) and Administrative Agent the Company may agree). At the time make a maximum of sending five such notice, the Borrowers shall specify the identity of each requests; (iii) no Revolving Credit Lender Increase shall increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) each Incremental Term Loan shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocatedCompany; provided(v) except as provided above, 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 (other terms and any Revolving Credit Lender that has failed to respond conditions applicable to any such request Incremental Term Loan shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company (it being understood that if any terms taken as a whole are materially more favorable to the applicable Lenders providing such Incremental Term Loan than those applicable under this Agreement, 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 its counsel (vi) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed, to the extent constituting Obligations of any Designated Borrower, pursuant to the terms of the Company Guaranty on a “New Revolving Lender Joinder Agreement”)pari passu basis with the other Obligations hereunder.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the applicable Lenders), the Borrowers Company may from time to time after the Closing Date, request an a simultaneous increase in the Aggregate Revolving Credit Commitments, the Aggregate New Vehicle Floorplan Facility Commitments and the Aggregate Used Vehicle Floorplan Commitments by an aggregate amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount equal to the sum of all increases (A) the amount that would make the Consolidated Secured Leverage Ratio equal to 2.00 to 1.00 (assuming that any increase in the Term Facility consummated pursuant to Section 2.18 on or prior to such timeRevolving Commitments is fully drawn) plus (B) $350,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 25,000,000, (or ii) the Company may make a maximum of two such lesser requests in any fiscal year, (iii) any increase in a Lender’s Commitments will be allocated pro rata to the Revolving Credit Facility, the New Vehicle Floorplan Facility and the Used Vehicle Floorplan Facility, (iv) the 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 Borrowers 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 Aggregate Used Vehicle Floorplan Commitments and Administrative Agent may agree)(vi) Revolving Commitments shall not exceed 20% of the Aggregate Commitments then in effect. At the time of sending such notice, the Borrowers Company (in consultation with the Administrative Agent) shall specify the identity 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 each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion delivery 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 (ii) any Eligible Assignee providing any portion of such 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 notice to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”Lenders).

Request for Increase. Provided there exists no Default, upon Upon written notice to the Administrative Agent, the Borrowers Borrower may from time to time time, request an increase in the Revolving Credit Facility by aggregate amount of the Facilities to an amount (not exceeding $1,325,000,000 in the aggregate for all after giving effect to such requests) not exceeding $450,000,000increase by requesting an increase in the Total Revolving Credit Commitment (each such increase, less the aggregate amount of all increases an “Incremental Revolving Increase”), requesting an increase in the Term Loan Facility consummated pursuant (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to Section 2.18 on or prior to such timeas “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 Borrowers the Borrower and the Administrative Agent may agree). At , (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the time same terms as the Class of sending the Facilities being increased, and (iii) all incremental commitments and loans provided as part of an Additional TL Tranche shall be on terms agreed to by the Borrower and the Lenders providing such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocatedAdditional TL Tranche; provided, however, that (ix) 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 Additional TL Tranche (other than final maturity) are not the same as the terms of the Term Loan or a then existing Additional TL Tranche, such new 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 existing Revolving Credit Lender offered or approached to provide all or a portion of such the requested increase in the Revolving Credit Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase 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 the Revolving Credit Facility offered each case, if required pursuant 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 CommitmentSection 12.6(b) and (iiz) the Borrower shall not be obligated to offer any Eligible Assignee providing existing Lender the opportunity to provide any portion of such increase a requested increase. At the time of sending its notice, the Borrower (in consultation with the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit Lender”Administrative Agent) shall become a Revolving Credit specify the time period within which each Lender pursuant and other Person approached by the Borrower is requested to a joinder agreement respond (which shall in form and substance reasonably satisfactory no event be less than ten Business Days from the date of delivery of such notice to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”such Lenders).

Request for Increase. Provided that (i) there exists no DefaultDefault 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 Borrowers may Borrower may, from time to time time, on the terms and conditions set forth in the applicable Incremental Assumption Agreement, request (x) an increase in the Revolving Credit Facility by (each an amount “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 Facility”); provided, however, that in no event shall the aggregate for all such requests) not exceeding $450,000,000, less the aggregate principal amount of all increases in Incremental Facilities incurred after the Term Facility consummated pursuant to Section 2.18 on or prior to Closing Date exceed the Incremental Amount at such time; provided provided, further that any such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree)25,000,000. At If the Borrower elects to request that existing Revolving Credit Lenders participate in an Incremental Facility, then at the time of sending such notice, the Borrowers 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 identity of time period within which each Revolving Credit Lender and each Eligible Assignee is requested to whom respond (which shall in no event be less than ten Business Days from the Borrowers propose any portion date of delivery of such increase in notice to 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”Lenders).

Request for Increase. Provided there exists no Default, upon Upon written notice to the Administrative Agent, the Borrowers Borrower may from time to time time, request an increase in the Revolving Credit Facility by aggregate amount of the Facilities to an amount (not exceeding $1,675,000,000 in the aggregate for all after giving effect to such requests) not exceeding $450,000,000increase by requesting an increase in the Total Revolving Credit Commitment (each such increase, less the aggregate amount of all increases an “Incremental Revolving Increase”), requesting an increase in the Term Loan Facility consummated pursuant (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to Section 2.18 on or prior to such timeas “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 Borrowers the Borrower and the Administrative Agent may agree). At , (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the time same terms as the Class of sending such noticeand, if applicable, the Borrowers Tranche of, the Facilities being increased, and (iii) all incremental commitments and loans provided as part of an Additional TL Tranche shall specify be on terms agreed to by the identity of each Revolving Credit Lender Borrower and each Eligible Assignee to whom the Borrowers propose any portion of Lenders providing such increase in the Revolving Credit Facility be allocatedAdditional TL Tranche; provided, however, that (ix) 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 Additional TL Tranche (other than final maturity) are not the same as the terms of the Term Loan or a then existing Additional TL Tranche, such new 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 existing Revolving Credit Lender offered or approached to provide all or a portion of such the requested increase in the Revolving Credit Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase 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 the Revolving Credit Facility offered each case, if required pursuant 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 CommitmentSection 12.6(b) and (iiz) the Borrower shall not be obligated to offer any Eligible Assignee providing existing Lender the opportunity to provide any portion of such increase a requested increase. At the time of sending its notice, the Borrower (in consultation with the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit Lender”Administrative Agent) shall become a Revolving Credit specify the time period within which each Lender pursuant and other Person approached by the Borrower is requested to a joinder agreement respond (which shall in form and substance reasonably satisfactory no event be less than ten Business Days from the date of delivery of such notice to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”such Lenders).

Request for Increase. Provided there exists no Default, 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 AgentAgent (such notice, the Borrowers may from time to time request an increase in the Revolving Credit Facility by an amount “Incremental Loan Commitment Increase Notice”); provided, that: (in the aggregate for all such requestsi) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that any such request for an increase Incremental Loan Commitment shall be in a minimum principal amount of $25,000,000 10,000,000 and a maximum principal amount equal to the lesser of (or such lesser A) an amount as Borrowers and Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase that would result in the Revolving Credit Facility be allocatedupdated Base Case Model showing pro forma compliance with the Debt Sizing Parameters and (B) $75,000,000; provided, however, that (i) the amount of any existing Revolving Credit Lender approached to provide all or a portion Incremental Loan Commitment approved by the Lenders shall be determined by each of such increase them in the Revolving Credit Facility may elect or decline, in its their 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 ; (ii) any Eligible Assignee providing any portion no request for an Incremental Loan Commitment may be made after the end of such increase in the Revolving Credit Facility that is not an existing Revolving Credit Lender Availability Period; (such Eligible Assignee, a “New Revolving Credit Lender”iii) the Borrower shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory provide to the Administrative Agent such information that is reasonably requested by the Administrative Agent or any Lender to evaluate the request for an Incremental Loan Commitment; (iv) on the date of any request by the Borrower for an Incremental Loan Commitment, the conditions set forth in Section 3.03(a), (b), (c) and its counsel (a d) shall have been satisfied. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. An Incremental Loan Commitment Increase Notice shall set out (A) the amount of the Incremental Loan Commitment requested, (B) the date on which such Incremental Loan Commitments are requested to be effective (each an “New Revolving Lender Joinder AgreementIncremental Loan Increase Date”), which shall not be less than sixty (60) days nor more than one hundred and twenty (120) days after the date of such notice and (C) the requested maturity date, upfront fees, margin, commitment fees and other terms applicable in respect of such Incremental Loan Commitment and the Delayed Draw Term Loans contemplated to be made in respect of such Incremental Loan Commitment.

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers Borrower may from time to time time, request an increase in the Revolving Aggregate Credit Facility Amount (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned)) by an amount that will not cause the Aggregate Credit Facility Amount to be greater than the sum of (in i) the aggregate for all such requestsAggregate Credit Facility Amount on the Closing Date, plus (ii) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time500,000,000; provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser other amount as Borrowers and agreed to by the Administrative Agent Agent). Such increase in the Aggregate Credit Facility Amount may agreebe utilized by requesting either (i) additional Revolving Credit Commitments or (ii) the making of additional Term Loans (in one or more tranches of Term Loans). At the time of sending such notice, the Borrowers Borrower shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion 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) 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 be allocated; provided, however, that and (B) such Term Loans not require prepayment other than (i) any existing Revolving Credit Lender approached as otherwise required pursuant 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) this Agreement and (ii) any Eligible Assignee providing any portion scheduled amortization in excess of 5% of the aggregate initial principal amount of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)Term Loans per annum.

Request for Increase. Provided there exists no Default or Event of Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers may Borrower may, from time to time time, request an increase in the Aggregate Revolving Credit Facility Commitments and/or the Existing Term Loan, or the funding of one or more tranches of additional term loans hereunder (the “Additional Term Loans”) by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate 500,000,000 (to a maximum amount of Aggregate Revolving Commitments plus the Existing Term Loan plus all increases in Additional Term Loans equal to $1,900,000,000 (the Term “Total Facility consummated pursuant to Section 2.18 on or prior to such timeAmount”)); provided that 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 increase or funding, as and to the extent applicable at any time, shall be deemed and construed to mean and refer to any such lesser Additional Term Commitment in the amount as Borrowers of such increase or funding, mutatis mutandis), subject further, however, (1) to the continued applicability of the terms and provisions of this Section 2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and 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), any Additional Term Commitments shall be effected pursuant to one or more New Term Loan Amendments executed and delivered by the Credit Parties, the Administrative Agent, and the applicable Term Lenders). At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Existing Term Loan or any notice of such requested funding of an Additional Term Loan, the Borrowers Borrower (in consultation with the Administrative Agent) shall specify the identity 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 each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion delivery of such increase 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 Revolving Credit Facility be allocatedapplicable New Term Loan Amendment; providedprovided that, howeverwithout the prior written consent of all other Lenders, no Additional Term Loan shall (A) have a maturity date that (i) is earlier than the maturity date of any existing Term Loan or the Revolving Credit Lender approached to provide all or a portion Maturity Date, (B) require scheduled amortization of such increase 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 Revolving Credit Facility may elect or declineimmediately prior sentence with respect to the maturity date of any Additional Term Loans made pursuant to this Section 2.19, in its sole discretion, no Lender that is not a Term Lender with respect to provide all or a portion such tranche of Additional Term Loans shall have any consent rights with respect to the terms of such increase Additional Term Loans set forth in such New Term Loan Amendment so long as such terms are in accordance with the Revolving Credit Facility offered provisions of this Agreement. Each New Term Loan Amendment may, without the consent of any other Lenders, but subject to it Sections 11.4(a), (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 Commitmentb) and (ii) any Eligible Assignee providing any portion of c), effect such increase 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 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 opinion of the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)Agent, to effect the provisions of this Section 2.19 with respect thereto.

Request for Increase. Provided there exists no DefaultThe Company may, upon written from time to time, request by notice to the Administrative Agent, the Borrowers may from time to time request Agent (i) an increase in the Revolving Credit Facility by (each, a “Revolving Credit Increase”), (ii) an amount (increase in the aggregate 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 term 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”; 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 requests) not exceeding $450,000,000Incremental Increases, less together with the aggregate principal amount of all increases in the Term Facility consummated Incremental Equivalent Debt incurred pursuant to Section 2.18 on or prior to such time7.02(r), shall not exceed the Maximum Increase Amount; provided that (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or such a lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the 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 Swing Line Lender, (D) 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 Incremental Term Loan shall mature earlier than the Maturity Date for any then-outstanding Term Facility or have a shorter weighted average life to maturity than the remaining weighted average life to maturity than any then-outstanding Term Facility; provided that, at the option of the Company, (x) 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; (v) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, 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 (unless agreed to be paid after the Term Loans 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 Borrowers provided below; provided that Section 2.05(b)(i) 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 have customary prepayment, standstill and other provisions reasonably acceptable to the Administrative Agent may agree)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 issued or incurred after the Amendment No. At 10 Effective Date and on or prior to the time date that is six months after the Amendment No. 10 Effective Date exceeds the Applicable Rate then in effect for the Term B Facility by more than 0.50% for each Type of sending such noticeLoan, then the Borrowers Applicable Rate for the Term B Facility shall specify be increased so that the identity Applicable Rate in respect of the Term B Facility for each Revolving Credit Lender and Type of Term B Loan is equal to the Applicable Rate for the Incremental Term B Loan for each Eligible Assignee to whom the Borrowers propose any portion Type of such increase in the Revolving Credit Facility be allocatedIncremental Term B Loan minus 0.50%; provided, howeverfurther, that (i) any existing Revolving Credit Lender approached to provide all or a portion solely for the purposes of such increase in the Revolving Credit Facility may elect or declinethis Section 2.16(a), in its sole discretiondetermining the Applicable Rate(s) applicable to each Incremental Term B Loan and the Applicable Rate(s) for the Term B Facility, to provide all (1) original issue discount (“OID”) or a portion of such increase in the Revolving Credit Facility offered to it upfront fees (and any Revolving Credit Lender that has failed to respond to any such request which shall be deemed to have declined constitute like amounts of OID) payable by the Company to increase its Revolving Credit Commitmentthe 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 LIBORTerm SOFR floors shall be included and (ii3) 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 Eligible Assignee providing Incremental Term B Loan shall be excluded; (vi) except as provided above, all other terms and conditions applicable to any portion of such increase Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Term A US Facility (in the Revolving Credit case of an Incremental Term A US Loan) or Term B US Facility that is not (in the case of an existing Revolving Credit Lender (such Eligible AssigneeIncremental Term B Loan), a “New Revolving Credit Lender”) shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance be 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 its counsel weighted-average life limitations for other Incremental Term Loans and other customary provisions, as agreed by the Company and the Lenders providing such Incremental Term Loan); and (vii) 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 secured and guaranteed pursuant to the Guaranty and the Collateral Documents on a “New Revolving Lender Joinder Agreement”)pari passu basis with the other Obligations hereunder. For the avoidance of doubt, any Incremental Increase that is secured by the Collateral shall be unsecured upon the occurrence of a Collateral Release Event.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers Borrower may from time to time time, request an increase in the aggregate amount of the Facilities to an amount not exceeding $700,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility by (each such increase, an amount (“Incremental Revolving Increase”), requesting an increase in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Closing Date Term Facility consummated pursuant (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to Section 2.18 on or prior to such timeas “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 Borrowers the Borrower and the Administrative Agent may agree), (ii) the Borrower may make a maximum of three such requests, (iii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iv) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased and (v) all incremental commitments and loans provided as part of an Additional TL Tranche shall be on terms agreed to by the Borrower and the Lenders providing such Additional TL Tranche, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Additional TL Tranche (other than final maturity) are not the same as the terms of the Closing Date Term Facility or a then existing Additional TL Tranche, such new Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit The Borrower may approach any Lender and each or any Person that would constitute an Eligible Assignee to whom the Borrowers propose any provide all or a portion of such increase in the Revolving Credit Facility be allocatedrequested increase; provided, however, provided that (iw) any existing Revolving Credit Lender offered or approached to provide all or a portion of such the requested increase in the Revolving Credit Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Facility offered to it (and any Commitment or a Revolving Credit Lender that has failed Loan pursuant to respond to any such request shall be deemed to have declined to increase its Revolving Credit CommitmentSection 10.06(b)(iii)(B), (y) and (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit Lender”) no Person approached shall become a Revolving Credit Lender pursuant without the written consent of the L/C Issuers and the Swing Line Lenders and the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a joinder agreement requested increase. At the time of sending its notice, the Borrower (in form and substance reasonably satisfactory to consultation with the Administrative Agent Agent) shall specify the time period within which each Lender and its counsel other Person approached by the Borrower is requested to respond (a “New Revolving Lender Joinder Agreement”which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders).

Request for Increase. Provided there exists no Default, upon written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers may from time to time request an increase one or more new term loans in the Revolving Credit Facility by an amount (in the aggregate "Additional Term Loans") (for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases 100,000,000 in the aggregate, which Additional Term Facility consummated pursuant to Section 2.18 on or prior to such timeLoans will be a new tranche of term loans under this Agreement; provided that (i) 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 after giving effect thereto, (iii) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the original Term Loans, (iv) the Applicable Rate with respect to any Additional Term Loans shall not be more than 0.25% higher than the Applicable Rate with respect to the existing tranche of Term Loans, (v) any such request for an increase shall be in a minimum amount of $25,000,000 20,000,000 and (or vi) the Borrowers may make a maximum of three such lesser amount as Borrowers and Administrative Agent may agree)requests. At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee (and any existing Lender) to whom the Borrowers propose any portion of such increase in Additional Term Loans be allocated and the Revolving Credit Facility be allocatedamounts of such allocations; provided, however, that (iA) any existing Revolving Credit Lender approached to provide all or a portion of such increase in the Revolving Credit Facility Additional Term Loans may elect or decline, in its sole discretion, to provide all or a any portion of such increase in the Revolving Credit Facility Additional Term Loans 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 (iiB) any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assignee, a “"New Revolving Credit Additional Term Loan Lender”") shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to be approved by the Administrative Agent and its counsel the Borrowers (a “such approvals not to be unreasonably withheld or delayed) (each New Revolving Additional Term Loan Lender Joinder Agreement”or existing Lender, an "Additional Term Loan Lender").

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers Borrower, may from time to time time, request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility by (each such increase, an amount “Incremental Revolving Increase”) and/or 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 aggregate for all any then existing Incremental Term Loan Facility (each such requests) not exceeding $450,000,000increase, less the aggregate amount of all increases in the an “Incremental Term Loan Increase”; each Incremental Revolving Increase, Incremental Term Loan Facility consummated pursuant and Incremental Term Loan Increase are collectively referred to Section 2.18 on or prior to such timeas “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 (10,000,000, or such lesser amount as Borrowers agreed to by the Borrower and the Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender 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 (ii) any Eligible Assignee except in the case of a newly established Incremental Term Loan Facility, all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased and all incremental commitments and loans provided as part of a newly established Incremental Term Loan Facility shall be on terms agreed to by the Borrower and the Lenders providing any portion such Incremental Term Loan Facility; provided, that if the terms of such increase in Incremental Term Loan Facility (other than final maturity) are not the Revolving Credit Facility that is not an same as the terms of a then existing Revolving Credit Lender (such Eligible AssigneeIncremental Term Loan Facility, a “New Revolving Credit Lender”) shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).71

Request for Increase. Provided there exists no DefaultThe Borrower may request an increase in Commitments from time to time upon written notice to Administrative Agent. If the Administrative Agent accepts the proposed increase, upon the Borrower shall deliver a formal written notice to the Administrative Agent, the Borrowers may from time to time request an increase Agent in the Revolving Credit Facility by form of Exhibit D (such notice, an amount “Incremental Loan Commitment Increase Notice”), pursuant to which the Borrower will request the Committed Lenders to increase their Commitments (each an “Incremental Loan Commitment”) in the aggregate for all such requests) not exceeding $450,000,000, less the an aggregate amount of all increases in as mutually agreed between the Term Facility consummated pursuant to Section 2.18 on or prior to such timeAdministrative Agent and the Borrower (the “Incremental Loan Amount”); provided provided, that (i) any such request for an increase Incremental Loan Commitment shall be in a minimum amount of $25,000,000 (10,000,000 or such lesser amount as Borrowers equal to the remaining Incremental Loan Amount and Administrative Agent increments of $5,000,000 (each an “Incremental Loan Commitment Increase”), (ii) no request for an Incremental Loan Commitment may agreebe made after the end of the Availability Period, (iii) the Borrower shall provide to the Group Agents and Committed Lenders such information that is reasonably required by the Committed Lenders to evaluate the request for an Incremental Loan Commitment and (iv) on the date of any Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. request by the Borrower for an Incremental Loan Commitment Increase the conditions set forth in Section 2.9(e)(i). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocated; provided(ii), 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 Commitmentiii) and (iiiv) any Eligible Assignee providing any portion shall have been satisfied. An Incremental Loan Commitment Increase Notice shall set out the amount of the Incremental Loan Commitment requested and the date on which such Incremental Loan Commitments are requested to be effective (each an “Incremental Loan Increase Date”), which shall not be less than thirty (30) days nor more than forty-five (45) days after the date of such increase in notice. Any Incremental Loan Commitment shall be a commitment to make loans with the Revolving Credit Facility same principal terms as the Loans; provided that is Incremental Loan Commitments need not an have the same interest rate, OID, upfront fees, Applicable Margin and maturity date as then existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit Lender”) Loans but the terms of all Incremental Loan Commitments with the same Incremental Loan Increase Date shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)be identical.

Request for Increase. Provided there exists no Default, upon written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), at any time after the Closing Date, the Borrowers Company may from time to time request additional Commitments (each an increase in “Additional Commitment” and all of them, collectively, the Revolving Credit Facility by an “Additional Commitments”); provided that (x) 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 addition shall be in the aggregate for all such requests) not exceeding $450,000,000, less the an aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on not less than $10,000,000 or prior to such time; provided that any such request for an increase shall be in a minimum amount whole multiple of $25,000,000 1,000,000 in excess thereof (or or, in either case, such lesser amount as Borrowers may be acceptable to the Administrative Agent) and Administrative Agent may agree). At the time of sending (z) after giving effect to any such noticeaddition, the aggregate outstanding amount of Additional Term Loans made to Designated Borrowers that are not U.S. Borrowers shall specify not exceed, when taken together with the identity aggregate Outstanding Amount of each 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 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 2.15 and no Lender and each Eligible Assignee shall have the ability to whom the Borrowers propose block any portion of such pursuit although no Lender shall be obligated to provide any Additional Commitments); provided that no increase in the Revolving Aggregate Commitments shall (A) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (B) increase the Letter of Credit Facility be allocated; provided, however, that Sublimit (ior change the allocation of the Letter of Credit Sublimit among the L/C Issuers) any existing Revolving Credit Lender approached to provide all without the consent of the L/C Issuers or a portion of such (C) increase in the Revolving Credit Facility may elect Alternative Currency Sublimit or declinethe Designated Non-U.S. Borrower Sublimit, in its sole discretioneither case, to provide all or a portion without the consent 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)Required Lenders.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers Parent Borrower may from time to time 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 $1,500,000,0002,500,000,000, through one or more increases in the existing Revolving Credit Facility by (each, an amount (in “Incremental Revolving Increase”), which increase may take the aggregate for all such requests) not exceeding $450,000,000form of additional Dollar Tranche Commitments or Multicurrency Tranche Commitments, less the aggregate amount of all and/or increases in the principal amount of the Term Facility consummated pursuant (each, an “Incremental Term Increase”) and/or the addition of one or more new pari passu tranches of term loans (each an “Incremental Term Facility”; each Incremental Term Facility, Incremental Revolving Increase and Incremental Term Increase are collectively referred to Section 2.18 on or prior to such timeas “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of Dollar Equivalent of $25,000,000 5,000,000, (or ii) each Incremental Revolving 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 lesser amount existing Incremental Term Facility, and (iii) the terms and conditions of each newly established Incremental Term Facility, subject to clause (ii) of the last proviso to Section 10.01, if applicable, will be determined by the Parent Borrower and the lenders under such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility (other than finalincluding maturity date) are not the same as Borrowers the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent may agree)Agent. At the time of sending such notice, the Borrowers Parent Borrower (in consultation with the Administrative Agent) shall specify the identity of each Revolving Credit Lender and each Eligible Assignee Lenders 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 (subject in each case to any requisite consents required under Section 10.06) and the Revolving Credit Facility may elect or decline, time period within which each Lender is requested to respond (which shall in its sole discretion, to provide all or a portion no event be less than ten Business Days from the date of delivery of such increase in the Revolving Credit Facility offered notice 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”Lenders).

Request for Increase. Provided there exists no Default, upon written Upon notice (an “Increase Request”) to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers may Borrower may, without the consent of any Lender, from time to time request an increase in the Revolving Credit Facility by Commitments (any such increase an amount (“Incremental Commitment”) in aggregate principal amount, which when added to the aggregate for all such requests) not exceeding $450,000,000, less the aggregate principal amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or other Incremental Commitments provided prior to such request does not exceed the Maximum Incremental Amount at such time; provided that any such request for an increase Incremental Commitment shall be in a minimum amount equal to the lesser of (x) $25,000,000 and (or y) the remaining Maximum Incremental Amount at such lesser amount as Borrowers and Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocatedtime; provided, howeverfurther, that 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 (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), the outstanding Commitments of each such electing Initial Lender shall be reduced on a pro rata basis according to provide all or the Total Commitments of such electing Initial Lenders by an amount equal to the lesser of (x) such excess and (y) the aggregate amount of Commitments of the Initial Lenders that have elected to reduce (such amount, the “Total Reduction Amount”), it being understood that no Initial Lender shall be required to reduce its Commitments by more than it elects and the outstanding Commitments of an electing Initial Lender may be reduced on a greater than pro rata basis to utilize any remaining portion of such increase in the Revolving Credit Facility offered to it (and Total Reduction Amount not utilized by 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)other Initial Lenders.

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written from time to time, request by notice to the Person appointed by the Borrower to arrange an 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 Borrowers Borrower) appointed by the Borrower after consultation with the Administrative Agent; provided that such Person may from time to time request not be an increase Affiliate of the Borrower), the “Incremental Arranger”) (x) one or more increases in the Revolving Credit Facility by (each, a “Term Loan Increase”) or (y) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount (in for such Incremental Increase, when combined with the aggregate for all such requests) not exceeding $450,000,000, less the aggregate principal amount of all increases in the Term Facility consummated Incremental Increases and incurrences of Permitted Pari Passu Notes, Permitted Pari Passu Loans and Permitted Junior Debt pursuant to Section 2.18 on or prior 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 such timeIncremental Increases pursuant to this Section 2.13(a)); provided that (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 10,000,000 (or such a lesser amount as Borrowers in the event such amount represents all remaining availability under this Section); (iii) no Incremental Term Loan shall mature earlier than the 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 may agree). At and the time 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 sending such noticeany 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 Borrowers Applicable Rate for the Facility shall specify be increased so that the identity Applicable Rate in respect of the Facility for each Revolving Credit Lender and Type of Loan is equal to the Applicable Rate for the Incremental Term Loan for each Eligible Assignee to whom the Borrowers propose any portion Type of such increase in the Revolving Credit Facility be allocatedLoan minus 0.50%; provided, howeverfurther, that (i) any existing Revolving Credit Lender approached to provide all or a portion solely for the purposes of such increase in the Revolving Credit Facility may elect or declinethis Section 2.13(a), in its sole discretiondetermining the Applicable Rate(s) applicable to each Incremental Term Loan and the Applicable Rate(s) for the Facility, to provide all (1) OID or a portion of such increase in the Revolving Credit Facility offered to it upfront fees (and any Revolving Credit Lender that has failed to respond to any such request which shall be deemed to have declined constitute like amounts of OID) payable by the Borrower to increase its Revolving Credit Commitmentthe 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 (ii3) 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 Eligible Assignee 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 portion Incremental Term Loan, taken as a whole, (x) be materially more restrictive than the corresponding terms set forth in or made applicable to the Facility (except to the extent (1) only applicable after the Latest Maturity Date then in effect, (2) such covenants, defaults and similar non-economic provisions are incorporated into this Agreement and the other Loan Documents for the benefit of all existing Lenders (it being understood and agreed that the Borrower and the Administrative Agent may amend the Loan Documents to reflect such increase changes without the consent of any other person) or (3) consistent with the then-prevailing market convention, as determined in good faith by the Revolving Credit Facility Borrower) or (y) 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 Facility; (vii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is not an existing Revolving Credit Lender (such Eligible Assigneejunior in right of payment, a “New Revolving Credit Lender”) prepayment, voting and/or security, shall become a Revolving Credit Lender be guaranteed and secured pursuant to the Guaranty and the Collateral Documents (including an Intercreditor Agreement) on a joinder agreement in form pari passu basis with the other Obligations hereunder; and substance (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 shall be reasonably satisfactory to the Administrative Agent Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and its counsel (a “New Revolving Lender Joinder Agreement”)the Borrower.

Request for Increase. Provided there exists no Default, upon written notice The Borrower shall have the option to cause an increase in the Administrative Agent, the Borrowers may Aggregate Revolving Loan Commitment from time to time request an increase in by adding, subject to the Revolving Credit Facility by an amount prior approval of the Agent and the L/C Issuer (in the aggregate for all such requests) approval not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agreeunreasonably withheld). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender 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 this Agreement one or a portion of such increase in the Revolving Credit Facility offered to it more financial institutions as Lenders (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 (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assigneeeach, a “New Revolving Credit Lender”); provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall become have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Revolving Loan Commitment to exceed the then effective Borrowing Base, (C) no Lender’s Revolving Loan Commitment shall be increased without such Lender’s consent and (D) such increase shall be evidenced by a Revolving Credit Lender pursuant to a joinder commitment increase agreement in form and substance reasonably satisfactory acceptable to the Administrative Agent and its counsel 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 (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Agent of the applicable commitment increase agreement shall be a “New Lender” for all purposes under this Agreement on the Increase Effective Date. The Borrower shall borrow and repay Loans on the Increase Effective Date to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Commitment Percentage after giving effect to any nonratable increase in the Aggregate Revolving Lender Joinder Agreement”)Loan Commitment under this Section.

Request for Increase. Provided there exists no Default, upon written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower Representative on behalf of the Borrowers may from time to time time, request an increase in the Revolving Credit Facility Commitments of any Class (the “Accordion Provision”) by an aggregate amount (in the aggregate for all such requests) not exceeding Fifty Million Dollars ($450,000,00050,000,000.00), less the aggregate amount of all increases which may be in the form of an increase (each such increase, a “Facility Increase”) in the then existing Floor Plan Facility (each such increase, a “Floor Plan Increase”), or in any Class of Commitments under the Mortgage Facility, the Term Facility consummated pursuant to Section 2.18 on Loan Facility, or prior to such timethe 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 senior secured term loans of another tranche (collectively, “Additional Term Loans”, and the respective commitments therefor, “Additional Term Loan Commitments”; the Additional Term Loans and the Additional Mortgage Loans, collectively, the “Additional Loans”, and the Additional Term Loan Commitments and the Additional Mortgage Commitments, collectively, the “Additional Commitments”); provided that (x) 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 5,000,000.00) (or such lesser amount as Borrowers the Incremental Lenders providing such Facility Increase or Additional Commitments, as applicable, may agree in their sole discretion) and Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocated; provided, however, that (iy) any existing Revolving Credit Lender approached request for a Delayed Draw Borrowing corresponding to provide all or a portion of Facility Increase applicable to the Delayed Draw Facility shall be in 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 minimum amount as required under Section 2.04. The Additional Commitments shall be deemed to have declined to increase its Revolving Credit Commitment) included in and (ii) any Eligible Assignee providing any portion part of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)Commitments.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers Borrower may from time to time after the Delayed Draw Termination Date, request an increase in the Revolving Credit Facility by aggregate principal amount of all Facilities to an amount (in the aggregate for all such requests) Facilities not exceeding $450,000,000250,000,000 after giving effect to such increase by requesting the addition of one or more new pari passu tranches of term loans (each, less the aggregate amount of all increases an “Incremental Term Loan Facility”) and/or an increase in the Closing Date Term Loan Facility consummated pursuant and/or the Delayed Draw Term Loan Facility and/or any then existing Incremental Term Loan Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Term Loan Facility and Incremental Term Loan Increase are collectively referred to Section 2.18 on or prior to such timeas “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 (10,000,000, or such lesser amount as Borrowers agreed to by the Borrower and the Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender 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 (ii) any Eligible Assignee except in the case of a newly established Incremental Term Loan Facility, all Incremental Term Loan Increases shall be on the same terms as the Facility being increased and all incremental commitments and loans provided as part of a newly established Incremental Term Loan Facility shall be on terms agreed to by the Borrower and the Lenders providing any portion such Incremental Term Loan Facility; provided, that if the terms of such increase in Incremental Term Loan Facility (other than final maturity) are not the Revolving Credit same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such new Incremental Term Loan 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 be on terms reasonably satisfactory acceptable to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)Agent.

Request for Increase. Provided there exists no DefaultThe Company may, upon written at any time and from time to time, request, by notice to the Administrative Agent, the Borrowers may from time to time request Administrative Agent’s approval of an increase in of the Aggregate Revolving Credit Facility by an amount Loan Commitments (in a “Revolving Commitment Increase”) within the aggregate for all such requests) not exceeding $450,000,000limitations hereafter described, less which request shall set forth the aggregate amount of each such requested Revolving Commitment Increase. Administrative Agent shall notify all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that 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 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 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 Commitments and, if existing the Lenders do not choose to participate to the extent necessary for an increase the applicable Revolving Commitment Increase to be provided entirely by existing the Lenders, by having one or more new the Lenders become the Lenders party to this Agreement. Any Revolving Commitment Increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers subject to the following limitations and Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocated; provided, however, that conditions: (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 Commitment Increase shall not be less than $5,000,000.00 (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 in integral multiples of $5,000,000.00 if in excess thereof); (ii) any Eligible Assignee providing Revolving Commitment Increase will constitute a corresponding proportionate increase of the maximum aggregate amount of Canadian Dollar Loans, Swingline Loans and Canadian Dollar Swingline Loans permitted hereunder; (iii) no Revolving Commitment Increase shall increase (A) the Aggregate Revolving Loan Commitments to an amount in excess of $250,000,000.00, (B) the maximum aggregate amount of Canadian Dollar Loans permitted hereunder to an amount in excess of $50,000,000.00, (C) the maximum aggregate amount of Swingline Loans permitted hereunder to an amount in excess of $25,000,000.00, or (D) the maximum aggregate amount of Canadian Dollar Swingline Loans permitted to an amount in excess of $6,250,000.00; (iv) the provisions of Section 9.04(b) shall apply in respect of any portion of such increase in the Revolving Credit Facility Increasing Lender that is not a Lender before the Revolving Commitment Increase, as if such Increasing Lender were an existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit Lender”) shall become assignee of a Revolving Credit Lender pursuant to a joinder agreement in form Loan Commitment, (v) the Borrowers shall have executed and substance reasonably satisfactory delivered to the Administrative Agent and its such Note or Notes as the applicable Increasing Lender requests to reflect such Revolving Commitment Increase (or, in the case of a new Lender, such Lender’s Revolving Commitment); (vi) the Company shall have delivered to the Administrative Agent opinions of counsel (a “New 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); (vii) the Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their Subsidiary Guarantees continue in full force and effect; and (viii) the Company, Subsidiaries and each Lender Joinder Agreement”)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 (v) through (viii) above shall be fully acceptable to the Administrative Agent. The Administrative Agent shall provide written notice to all of the Lenders hereunder of any Revolving Commitment Increase.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers Borrower may from time to time request an increase in the Revolving Credit Facility Aggregate Commitments by an amount (in the aggregate for all such requests, in the aggregate) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time350,000,000; provided that (I) any such request for an increase shall be in a minimum amount of $25,000,000 25,000,000, and (II) the Borrower may make a maximum of three (3) such requests. Any increases to the Aggregate Commitments may take the form of an increase in the Revolving Loan Commitments or such lesser amount an increase in the Term Loan Commitments, including as Borrowers and Administrative Agent may agree)one or more additional Term Loan tranches. At the time of sending such notice, the Borrowers Borrower (in consultation with the Administrative Agent) shall specify the identity 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 each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion 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 (“Incremental Term Loans”) made pursuant to any increase in the Revolving Credit Facility Term Loan Commitments shall be allocatedmade on the same terms (including, without limitation, interest terms, payment terms and maturity terms), and shall be subject to the same conditions as the existing Term Loans (it being understood that customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) or one or more of the Lenders making Incremental Term Loans (each an “Increasing Term Lender”), as the case may be, may be different than those paid with respect to the Lenders under the Term Loan on or prior to the Closing Date or with respect to any other Increasing Term Lender in connection with any other increase in the Term Loan Commitments pursuant to this Section 2.16); provided, however, that at the election of the Borrower the Incremental Term Loans may be implemented through additional new tranches of term loans (instead of being implemented as an increase in the existing Term Loan) with (i) any a final maturity date occurring on or later than the Maturity Date for the existing Revolving Credit Lender approached to provide all or a portion of such increase in the Revolving Credit Facility may elect or declineTerm Loan, 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 (ii) any Eligible Assignee providing any portion the same or a longer weighted average life to maturity of such increase in Incremental Term Loans than the Revolving Credit Facility that is not an weighted average life to maturity of the existing Revolving Credit Lender Term Loan, (iii) interest rates and fees applicable to such Eligible AssigneeIncremental Term Loans determined by the Borrower and the Increasing Term Lenders, a “New Revolving Credit Lender”and/or (iv) shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to with such other changes as may be approved by the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)Agent.

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written at any time and from time to time, request, by notice to the Administrative Agent, the Borrowers may from time to time request Administrative Agent’s approval of either (i) an increase of the Aggregate Facility A Commitment and, if applicable under Section 2.18(e), Aggregate Facility B Commitment (a “Revolver Increase”) or (ii) additional Facility C Loans (a “Facility C Increase”), or both (in each case, a “Facility Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Revolver Increase and Facility C Increase. 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 disapproval. If the Administrative Agent approves any such Facility Increase, then (x) in the Revolving Credit 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 an having one or more New Revolver Lenders increase the amount of their then existing 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 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 in accordance with the provisions of this Section 2.18. Any Facility Increase shall be subject to the following limitations and conditions: (i) any 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 for all such requestsaggregate) not exceeding $450,000,000of any new Facility A Commitment and, less if applicable under Section 2.18(e), new Facility B Commitment of any New Revolver Lender or the aggregate amount of all increases (in the Term aggregate) of any increase in the Facility consummated pursuant to A Commitment and, if applicable, under Section 2.18 on or prior to such time; provided that 2.18(e), Facility B Commitment of any such request for an increase New Revolver Lender, shall not be less than $5,000,000 (and shall be in a minimum amount integral multiples of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree1,000,000 if in excess thereof). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender 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 (ii) any Eligible Assignee providing additional Facility C Loans by any portion New Facility C Lender shall not be less than $5,000,000 (and shall be in integral multiples of such $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 $1,399,000,000 or increase the sum of the Aggregate Facility A Commitment and the Aggregate Facility B Commitment to an amount in excess of $1,100,000,000; (iv) the Borrower and each New Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the Revolving Credit Facility that is not an existing Revolving Credit Lender form of Exhibit O hereto, and the Administrative Agent shall have accepted and executed the same; (such Eligible Assignee, a “New Revolving Credit Lender”v) the Borrower shall become a Revolving Credit Lender pursuant to a joinder agreement in form have executed and substance reasonably satisfactory delivered to the Administrative Agent and its 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 (a “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); (vii) 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 Revolving Lender Joinder Agreement”)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 fully acceptable to the Administrative Agent. The Administrative Agent shall provide written notice to all of the Lenders hereunder of any Facility Increase.

Request for Increase. Provided there exists no Default, upon written 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 Borrowers may from time to time request Administrative Agent’s approval of an increase in the Revolving Credit Facility by an amount (in of the aggregate for all such requestsRevolving Commitments (a “Revolving Commitment Increase”) not exceeding $450,000,000within the limitations hereafter described, less which request shall set forth the aggregate amount of each such requested Revolving Commitment Increase. The Administrative Agent shall notify all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that 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 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 an increase 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 a minimum amount integral multiples of $25,000,000 (or 10,000,000 if in excess thereof); no Revolving Commitment Increase shall increase the aggregate Revolving Commitments to an amount in excess of $250,000,000; the provisions of Section 9.04(b) shall apply in respect of any Increasing Lender that is not a Lender before the Revolving Commitment Increase, as if such lesser amount as Borrowers and Administrative Agent may agree). At the time Increasing Lender were an assignee of sending such noticea Revolving Commitment, the Borrowers shall specify have executed and delivered to the identity Administrative Agent such Note or Notes as the applicable Increasing Lender requests to reflect such Revolving Commitment Increase (or, in the case of each a new Lender, such Lender’s Revolving Credit Lender Commitment); the Company shall have delivered a certificate executed by an Authorized Officer of the Company and dated the effective date of such Revolving Commitment Increase, to the effect that the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such Revolving Commitment Increase and attaching resolutions of the Borrowers approving such Revolving 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 Subsidiary Guarantors and each Eligible Assignee to whom Increasing Lender shall have executed and delivered such other instruments and documents as the Borrowers propose any portion of Administrative Agent shall have reasonably requested in connection with such increase Revolving Commitment Increase, in the Revolving Credit Facility be allocated; providedcase of the documents required under clauses (iv) through (vii) above, 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent. The Administrative Agent and its counsel (a “New shall provide written notice to all of the Lenders hereunder of any Revolving Lender Joinder Agreement”)Commitment Increase.

Request for Increase. Provided there exists no DefaultThe Company may, upon written from time to time, request by notice to the Administrative Agent, the Borrowers may from time to time request an increase Agent (x) one or more increases in the Revolving Credit Facility by (each, a “Revolving Credit Increase”) or (y) one or more term loan tranches to be made available to the Company (each, an “Incremental Term Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount (for all such Incremental Increases in the aggregate for all such requestssince the Closing Date (including the then requested Incremental Increase) shall not exceeding exceed $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time500,000,000; provided that (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or such a lesser amount as Borrowers in the event such amount represents all remaining availability under this Section) and Administrative Agent the Company may agree). At the time make a maximum of sending five such notice, the Borrowers shall specify the identity of each requests; (iii) no Revolving Credit Lender Increase shall increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) each Incremental Term Loan shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocatedCompany; provided(v) except as provided above, 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 (other terms and any Revolving Credit Lender that has failed to respond conditions applicable to any such request Incremental Term Loan shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company (it being understood that if any terms taken as a whole are materially more favorable to the applicable Lenders providing such Incremental Term Loan than those applicable under this Agreement, 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 its counsel (vi) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed, to the extent constituting Obligations of any Designated Borrower, pursuant to the terms of the Company Guaranty on a “New Revolving Lender Joinder Agreement”pari passu basis with the other Obligations hereunder. (b).

Request for Increase. Provided there exists no DefaultAt any time after the Closing Date and prior to the Maturity Date, upon written notice to the Administrative AgentAgent by the Borrower, the Borrowers may from time Borrower shall have the right to time request an increase in the Revolving Credit aggregate amount of the Facility by requesting an increase in any then-existing component of the Facility (each such increase, an “Incremental Term Loan Increase”) and/or the addition of one or more new pari passu term loan facilities (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Term Loan Increase are collectively referred to as “Incremental Increases”) to an amount (not exceeding $1,500,000,000 in the aggregate for after giving effect to all such requests) not exceeding $450,000,000Incremental Increases, less in which event the aggregate amount Agent will amend Schedule 1 to reflect the increased share of all increases 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 Term Facility consummated pursuant to Section 2.18 on or prior Commitment Percentages of each Bank after giving effect to such timeIncremental Increase; provided that any such request for an increase shall (i) each Incremental Increase 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 lesser amount other amounts as Borrowers are agreed to by the Borrower and the Administrative Agent may agreeAgent). At , (ii) each Incremental Term Loan Increase shall be on the time same terms (including the maturity date) as a then-existing component of sending the Facility, (iii) the terms and conditions of each Incremental Term Loan Facility shall, subject to clause (ii) of the last paragraph of §28, be on terms agreed to by the Borrower and the Banks providing such noticeIncremental Term Loan Facility 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 component of the Facility, the Borrowers operational, technical and administrative provisions of such Incremental Term Loan Facility shall specify be on terms reasonably acceptable to the identity of each Revolving Credit Lender and each Administrative Agent. The Borrower may approach any Bank or any Person that meets the requirements to be an Eligible Assignee to whom the Borrowers propose any provide all or a portion of such increase in the Revolving Credit Facility be allocatedrequested increase; provided, however, provided that (ix) any existing Revolving Credit Lender Bank offered or approached to provide all or a portion of such the requested 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 increase, (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 Commitmenty) and (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit Lender”) no Person approached shall become a Revolving Credit Lender pursuant Bank unless all requisite consents, if any, required under §20.1 shall have been obtained and (z) the conditions to the making of a joinder agreement Loan set forth in form and substance reasonably satisfactory to §13 shall be satisfied or waived. Neither the Arrangers nor the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)shall have any responsibility for arranging any such Incremental Increase without their prior written consent.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers Borrower may from time to time request request: (i) one or more increases in the Aggregate Revolving Credit Commitments (any such increased commitment, an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans (any such increase, an “Incremental Revolving Credit Increase”) by an amount not to exceed $100,000,000; provided that (i) each increase in the Aggregate Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that any such request for an increase Commitments shall be in a minimum an amount of not less than $25,000,000 and (or ii) the Borrower may make a maximum of three (3) such lesser amount as Borrowers and Administrative Agent may agree). At requests (provided that at the time of sending such notice, the Borrowers Borrower (in consultation with the Administrative Agent) shall specify the identity of time period within which each Revolving Credit Lender and each Eligible Assignee is requested to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocatedrespond); 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 and (ii) one or more incremental term loan commitments (any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that is not incremental term loan commitment, an existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit LenderIncremental Term Loan Commitment”) to make incremental term loans (any such incremental term loan, an “Incremental Term Loan”) under either the Five-Year Term Loan Facility (an “Incremental Five-Year Term Loan”) or the Seven-Year Term Loan Facility (an “Incremental Seven-Year Term Loan”); provided (A) that the total aggregate amount for all such Incremental Term Loan Commitments shall become not (as of any date of incurrence thereof) exceed $30,000,000; (B) each Incremental Term Loan Commitment (and the Incremental Term Loans made thereunder) shall be in an amount not less than $10,000,000 and (C) the Borrower may make a Revolving Credit Lender pursuant to a joinder agreement maximum of three (3) such requests (provided that at the time of sending such notice, the Borrower (in form and substance reasonably satisfactory to consultation with the Administrative Agent and its counsel (a “New Revolving Agent) shall specify the time period within which each Appropriate Lender Joinder Agreement”is requested to respond).

Request for Increase. Provided there exists no DefaultAt any time prior to the applicable Maturity Date, upon written notice to the Administrative AgentAgent by the Borrower, the Borrowers may from time Borrower shall have the right to time request an increase in the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases the Facilities by requesting an increase in the Term Facility consummated pursuant (each such increase, an “Incremental Term Increase”) and/or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and Incremental Term Increase are collectively referred to Section 2.18 on or prior as “Incremental Facilities”) to an amount not exceeding $500,000,000 in the aggregate after giving effect to all such timeIncremental Facilities; provided that any such request for an increase shall (i) each Incremental Facility 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 lesser amount other amounts as Borrowers are agreed to by the Borrower and the Administrative Agent may agreeAgent). At , (ii) each Incremental Term Increase shall be on the time same terms (including maturity date) as the Term Facility and each increase of sending an existing Incremental Term Loan Facility shall be on the same terms (including maturity date) as such noticeexisting Incremental Term Loan Facility, and (iii) the terms and conditions of each newly established Incremental Term Loan Facility shall, subject to clause (i) of the second proviso to Section 10.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental Term Loan Facility and, 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 Borrowers operational, technical and administrative provisions of such Incremental Term Loan Facility shall specify be on terms reasonably acceptable to the identity of each Revolving Credit Administrative Agent. The Borrower may approach any Lender and each or any Person that meets the requirements to be an Eligible Assignee to whom the Borrowers propose any provide all or a portion of such increase in the Revolving Credit Facility be allocatedrequested increase; provided, however, provided that (ix) any existing Revolving Credit Lender offered or approached to provide all or a portion of such the requested increase in the Revolving Credit Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in increase, (y) no Person approached shall become a Lender without the Revolving Credit Facility offered written consent of the Administrative Agent if required pursuant 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 CommitmentSection 10.06(b) and (iiz) the Borrower shall not be obligated to offer any Eligible Assignee providing existing Lender the opportunity to provide any portion of such increase in a requested increase. Neither the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible AssigneeArrangers, a “New Revolving Credit Lender”) shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Bookrunners nor the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)shall have any responsibility for arranging any such Incremental Facility without their prior written consent.

Request for Increase. Provided there exists no Default, upon The Borrower may by written notice to the Administrative AgentAgent request, the Borrowers may from time to time request an time, to increase in the Revolving Credit Facility by aggregate principal amount of the Facilities to an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all 650,000,000750,000,000 through one or more increases in the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) and/or increases in the principal amount of the Term Facility consummated pursuant to Section 2.18 on or prior to such timeLoan (each, an “Incremental Term Commitment”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 50,000,000 (or provided that such lesser amount as Borrowers may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Facilities set forth above) and (ii) the Borrower may make a maximum of three such requests. Each notice from the Borrower 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). At (the time of sending such notice, the Borrowers shall specify “Notice Period”) and (ii) the identity of each Revolving Credit Lender and each other Eligible Assignee to whom the Borrowers propose Borrower proposes any portion of such increase in Incremental Commitments be allocated and the amount of Incremental Revolving Credit Facility be allocatedCommitment and/or Incremental Term Commitment being requested from each such Lender and Eligible Assignee; provided, however, provided that (i) any existing Revolving Credit Lender approached to provide all or a portion of such increase in the Revolving Credit Facility Incremental Commitments 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 (Incremental Commitment and any Revolving Credit Lender that has failed to respond to any such request not responding within the Notice Period shall be deemed to have declined to increase its Revolving Credit provide such Incremental Commitment) and (ii) any Eligible Assignee providing any portion of such 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 . The Administrative Agent and its counsel the Borrower shall thereafter determine the effective date (a each an “New Revolving Lender Joinder AgreementIncrease Effective Date”)) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Provided there exists no DefaultDefault has occurred and is continuing, upon 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 Borrowers 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 the desired effective date of such increase (a) containing a certification of a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to 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 their respective Commitments. The Borrower may from time not make more than one such Aggregate Commitments increase request in any calendar year, no such requested increase in the 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 time request the Administrative Agent a New Lender Agreement (each, a "New Lender Agreement") substantially in the form of Exhibit H and the Administrative Agent, the L/C Issuer and the Swing Line Lender shall, if acceptable to them in their respective reasonable discretion, execute the same. The effective date of the Aggregate Commitments increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, (x) each New Lender (or, if applicable, each existing Lender that consented to an increase in its Commitment) shall advance Loans, and the Revolving Credit Facility by an amount Borrower shall prepay any outstanding Loans (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated and pay any additional amounts required pursuant to Section 2.18 on or prior 3.05) in an amount sufficient that after giving effect to such time; provided that any such request for an increase its Loan each Lender (including each New Lender) shall be in a minimum amount have outstanding its pro rata share of $25,000,000 the Loans and (or such lesser amount as Borrowers and Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of y) each Revolving Credit New Lender 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 increasing 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 irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided participation in all outstanding Letters of Credit in accordance with its new Applicable Percentage. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent relating to any Aggregate Commitments increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender's Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment) and (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).

Request for Increase. Provided there exists no Default or Event of Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers may from time to time request an increase in the Aggregate Commitments (which may be, at the option of the Borrowers, Revolving Credit Facility by an amount (in Commitments and/or Term Loan Commitments) such that the aggregate for all such requests) Aggregate Commitments do not exceeding exceed $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior 1,300,000,000 after giving effect to such timeincrease; provided that however, any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree)25,000,000. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the identity 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 each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion delivery of such increase in notice to the Lenders). Such notice shall indicate the Applicable Term Rate or Applicable Revolving Credit Facility 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 allocated; provided, however, that (i) no consent of any existing Revolving Credit Lender approached to provide all or a portion shall be required in connection with the issuance 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 new Term Loan Commitments or Revolving Credit CommitmentCommitments, regardless of if the Applicable Term Rate or Applicable Revolving Rate (or other applicable interest rate margins) and (ii) for such new Term Loan Commitments or Term Loans or Revolving Commitments or Revolving Loans is less than that for any Eligible Assignee providing any portion of such increase in the other Term Loan Commitments or Term Loans or Revolving Credit Facility that is not an existing Commitments or 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)Loans hereunder.

Request for Increase. Provided there exists no Default or Event of Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers may from time to time request an increase in Revolving Commitments of up to $320,000,000, which increase may be allocated (x) to the then existing Revolving Commitments, (y) as a new revolving tranche having the same terms (excluding pricing, commitment fee amounts, a later dated final maturity, other terms relating to the separate nature of such tranche and/or separate letter of credit or swingline subfacilities) then applicable to the Revolving Credit Facility by an amount Commitments then in effect, or (z) any combination thereof satisfactory to Administrative Agent and the Revolving Lenders and/or Eligible Assignees (as applicable) providing such increase; provided that, after giving effect to such increase, the Revolving Commitments (including any new revolving tranche) shall not exceed $500,000,000 in the aggregate for all such requests) aggregate, and that the Aggregate Commitments shall not exceeding exceed $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time850,000,000; provided further that any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree)20,000,000. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the identity of time period within which each Revolving Credit Lender and each Eligible Assignee is requested to whom respond (which shall in no event be less than ten Business Days from the Borrowers propose any portion date of delivery of such increase in notice to the Revolving Credit Facility Lenders unless Administrative Agent consents in writing to a shorter time period). Such notice shall indicate the proposed Applicable Revolving Rate (or other applicable interest rate margins) for such new Revolving Commitments or revolving tranche. In the event new Revolving Commitments are to be allocated; provided, however, that (i) no consent of any existing Revolving Credit Lender approached to provide all or a portion shall be required in connection with the issuance 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 new Revolving Credit CommitmentCommitments, regardless of if the Applicable Revolving Rate (or other applicable interest rate margins) and (ii) for such new Revolving Commitments or Revolving Loans is less than or greater than that for any Eligible Assignee providing any portion of such increase in the other Revolving Credit Facility that is not an existing Commitments or 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)Loans hereunder.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers Borrower may from time to time on or after the Closing Date, request an increase in the Revolving Credit Facility by Aggregate Commitments to an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time70,000,000; provided that any such request for an increase shall be in a minimum amount of $25,000,000 (10,000,000 or such lesser other amount as Borrowers agreed to by the Borrower and the Administrative Agent may agree)Agent. At Each notice from the time of sending such notice, the Borrowers Borrower pursuant to this Section 2.14(a) shall specify the identity of each Revolving Credit Lender and each Eligible Assignee that it has or proposes to whom the Borrowers propose any approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06). Each designated existing Lender shall notify the Revolving Credit Facility be allocated; providedAdministrative Agent and the Borrower within 10 Business Days whether or not it agrees to provide all or a portion of such increase and, howeverif so, that (i) any whether by an amount equal to, greater than, or less than, its Applicable Percentage of such requested increase. 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 it. Any designated Lender that has failed to respond to any not responding within such request time period shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) any . Any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”). The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers may 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 in of the Revolving aggregate of the then outstanding Commitments (including the Letter of Credit Facility Sublimit) by an amount (as would cause the Total Commitments not to exceed $900,000,000 in the aggregate for 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 such requests) not exceeding $450,000,000existing Lenders on a pro rata basis. To the extent that, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that any before the tenth (10th) day following such request for an increase shall be 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 minimum Lender hereunder and to issue commitments in an amount equal to the amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocated; 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) any existing Revolving Credit no Lender approached shall be obligated to provide all or a portion Commitment Increase as a result 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 by the Lead Borrower, (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that Additional Commitment Lender which 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 be subject to the approval of the Administrative Agent Agent, the Issuing Banks and its counsel the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the Commitment of any Additional Lender under this Agreement be less than $10,000,000. Each Commitment Increase shall be in a “New Revolving Lender Joinder Agreement”)minimum aggregate amount of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof.

Request for Increase. Provided there exists no Default, upon The Borrower may by written notice to the Administrative AgentAgent request, the Borrowers may from time to time request an time, to increase in the Revolving Credit Facility by aggregate principal amount of the Facilities to an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all 650,000,000 through one or more increases in the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) and/or increases in the principal amount of the Term Facility consummated pursuant to Section 2.18 on or prior to such timeLoan (each, an “Incremental Term Commitment”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 50,000,000 (or provided that such lesser amount as Borrowers may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Facilities set forth above) and (ii) the Borrower may make a maximum of three such requests. Each notice from the Borrower 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). At (the time of sending such notice, the Borrowers shall specify “Notice Period”) and (ii) the identity of each Revolving Credit Lender and each other Eligible Assignee to whom the Borrowers propose Borrower proposes any portion of such increase in Incremental Commitments be allocated and the amount of Incremental Revolving Credit Facility be allocatedCommitment and/or Incremental Term Commitment being requested from each such Lender and Eligible Assignee; provided, however, provided that (i) any existing Revolving Credit Lender approached to provide all or a portion of such increase in the Revolving Credit Facility Incremental Commitments 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 (Incremental Commitment and any Revolving Credit Lender that has failed to respond to any such request not responding within the Notice Period shall be deemed to have declined to increase its Revolving Credit provide such Incremental Commitment) and (ii) any Eligible Assignee providing any portion of such 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 . The Administrative Agent and its counsel the Borrower shall thereafter determine the effective date (a each an “New Revolving Lender Joinder AgreementIncrease Effective Date”)) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers Parent Borrower, may from time to time request time, elect to increase the Facilities to an increase in amount not exceeding the Dollar Equivalent of $2,750,000,000 (as determined by the Administrative Agent on the applicable Increase Effective Date) by increasing the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in and/or the Term Facility consummated pursuant and/or after the Delayed Draw Termination Date, the Delayed Draw Term Facility, or, if the Term Facility has been terminated or is otherwise no longer outstanding, with a new term facility on substantially the same terms as the Term Facility (and after the Increase Effective Date with respect thereto all references to Section 2.18 on or prior to the “Term Facility” herein and in any other Loan Documents shall mean such timenew term facility (the “New Term Facility”)); provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or a whole multiple of $5,000,000 in excess thereof, or such lesser other amount as Borrowers agreed to by the Parent Borrower and the Administrative Agent may agree)Agent. At the time of sending In such written notice, the Borrowers Parent Borrower shall specify the Facility that it proposes to increase or that it is requesting a New Term Facility, the currency it proposes to borrow in the case of an increase in the Term Facility or the Delayed Draw Term Facility or a New Term Facility (which shall be Dollars, Euro or Sterling) and the identity of each Revolving Credit Appropriate Lender and each Eligible Assignee that it proposes to whom the Borrowers propose any approach to provide all or a portion of such increase (subject in the Revolving Credit Facility be allocatedeach case to any requisite consents required under Section 11.06); provided, however, that (i) any existing Revolving Credit Appropriate 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 applicable Facility or New Term 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, 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 Revolving Credit applicable Facility or New Term 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).

Request for Increase. Provided there exists no Default, upon written notice At any time prior to the Administrative Agentthen applicable Maturity Date, the Borrowers may from time shall have the right to time request an increase in the Aggregate Revolving Credit Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility by and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) in an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant up to Section 2.18 on or prior to such timeFIVE HUNDRED MILLION DOLLARS ($500,000,000); provided that any such request for an (i) no Default has occurred and is continuing, (ii) each 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 lesser amount other amounts as Borrowers are agreed to by the Parent Borrower and the Administrative Agent may agreeAgent), (iii) the maturity date of any Incremental Revolving Increase shall be no later than the Revolving Maturity Date, the maturity date of any Incremental Term Loan Facility shall be no later than the Term A Maturity Date or Term B Maturity Date, as applicable, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 shall be satisfied or waived. At the time of sending such notice, the Borrowers Parent Borrower (in consultation with the Administrative Agent) shall specify the identity of time period within which each Revolving Credit Lender, Term A Lender and each Eligible Assignee or Term B Lender, as applicable, is requested to whom respond (which shall in no event be less than ten (10) Business Days from the Borrowers propose any portion date of delivery 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 (ii) any Eligible Assignee providing any portion of such 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 notice to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”applicable Lenders).

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers may 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) byin an amount as would cause the Total Commitments not to exceed $1,200,000,000 in the Revolving Credit Facility aggregateafter the Sixth Amendment Effective Date not to exceed the sum of (i) the greater of (x) $300,000,000 and (y) the amount by an amount (in which the Borrowing Base exceeds the aggregate for all such requestsCommitments, plus (ii) not exceeding $450,000,000, less the aggregate amount of all increases permanent reductions in the Term Facility consummated Commitments pursuant to Section 2.18 2.15 after the Sixth Amendment Effective Date. 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 prior to before the tenth (10th) day (or such time; provided that any shorter period as may be agreed by the Administrative Agent) following such request for an increase shall be 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 minimum Lender hereunder and to issue commitments in an amount equal to the amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocated; 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) any existing Revolving Credit no Lender approached shall be obligated to provide all or a portion Commitment Increase as a result 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 by the Lead Borrower, (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that Additional Commitment Lender which 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 be subject to the approval of the Administrative Agent Agent, the Issuing Banks and its counsel the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the Commitment of any Additional Lender under this Agreement be less than $10,000,000. Each Commitment Increase shall be in a “New Revolving Lender Joinder Agreement”)minimum aggregate amount of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Revolving Lenders), the Borrowers Company may from time to time time, request an increase in the Revolving Credit Facility by an amount (in the aggregate for all such requests, and together with any requests made pursuant to Section 2.18 below) not exceeding $450,000,000, less 175,000,000 (the aggregate amount of all increases in the Term “Incremental Revolving Facility consummated pursuant to Section 2.18 on or prior to such timeMaximum Amount”) (an “Incremental Revolving Facility”); provided that (i) any such request for an increase Incremental Revolving Facility shall be in a minimum amount of $25,000,000 50,000,000, (ii) the Company may make a maximum of three (3) such requests, and (iii) the Incremental Revolving Facility Maximum Amount shall not apply if, after giving effect to any such Incremental Revolving Facility, the Consolidated Net Leverage Ratio on a Pro Forma Basis (after giving effect to the incurrence of such 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 lesser amount as Borrowers calculation of the Consolidated Net Leverage Ratio shall assume the Incremental Revolving Facility is fully drawn). For purposes of the forgoing incurrence test, it is understood and Administrative Agent may agree)agreed that the proceeds of the applicable Incremental Revolving Facility shall not be netted against the applicable Indebtedness included in the calculation of the Consolidated Net Leverage Ratio. At the time of sending such notice, the Borrowers Company (in consultation with the Administrative Agent) shall specify the identity of time period within which each Revolving Credit Lender and each Eligible Assignee is requested to whom respond (which shall in no event be less than ten (10) Business Days from the Borrowers propose any portion date of delivery of such increase in notice to 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”Lenders).

Request for Increase. Provided there exists If no DefaultDefault or Event of Default shall have occurred and be continuing, upon written 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 Agent, Agent in writing of the Borrowers may from time to time request an increase in the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that any such request for an proposed increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree). At the time of sending such notice, a “Commitment Increase Notice”) (which shall promptly notify the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocatedLenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice (ix) shall be in the minimum amount of $10,000,000 and the aggregate amount of New Commitments on and after the Closing Date shall not exceed $200,000,000 and (y) may only be exercised three (3) times by Borrower during the term of this Agreement. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or 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 Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Revolving Credit Lender the opportunity to participate in all or a portion of any such New Commitments and any such Lender approached to provide all or a portion of such increase in the Revolving Credit Facility New Commitments 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 New Commitment) and (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).

Request for Increase. Provided there exists no DefaultAfter the Initial Closing Date, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers may from time to time time, (x) request an increase in the 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 Borrowers and (y) request an increase in the Revolving Credit Facility by Commitments which may be under a new revolving credit facility or may be part of an amount existing Class of Revolving Credit Commitments (each a “Revolving Credit Commitment Increase”) to be made available to the Borrowers; provided, in the aggregate for all such requestseither case, that (i) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that any such request for an increase Term Commitment Increase shall be in a minimum amount of $25,000,000 (5,000,000 or such lesser amount as Borrowers and Administrative Agent may agree). At the time increments of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase $1,000,000 in the Revolving Credit Facility be allocatedexcess thereof; 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 (ii) any Eligible Assignee providing such Revolving 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 portion 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 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 in the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of such Incremental Term Loan; (vi) the terms 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 (but excluding any terms applicable after the Scheduled Maturity Date of the Term Facility that is not an existing or Revolving Credit Lender Facility, as applicable) (such Eligible Assigneeexcept to the extent permitted under this Section 2.14 or otherwise as set forth herein), a “New Revolving Credit Lender”) shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance or as otherwise mutually reasonably satisfactory to the Administrative Agent and its counsel the Borrowers; (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; and (viii) the obligations in respect of any Incremental Loans shall not be secured by any Lien on any asset of any Loan Party that does not constitute Collateral. Any Incremental 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 are not 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 applicable, shall be designated a “New Revolving Lender Joinder separate Class of Incremental Commitments for all purposes of this Agreement”).

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers may Borrower may, at any time and from time to time time, request an to increase in the aggregate principal amount of the Revolving Credit Facility and/or by establishing a new (or increasing an amount existing) pari passu term facility (on terms and conditions to be determined by the Borrower and the lenders under such new term facility and consented to by the Administrative Agent, provided that in no event may the aggregate for all maturity date of any term facility established pursuant hereto be earlier than the fourth anniversary of the Closing Date), such requeststhat after giving effect to such increase, the sum of (i) not exceeding $450,000,000, less the Revolving Credit Facility and (ii) the aggregate amount of all increases commitments and outstanding loans in the Term Facility consummated pursuant to Section 2.18 on or prior to such timerespect of term facilities under this Agreement shall not exceed $1,250,000,000; provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers reasonably agreed to by the Borrower and the Administrative Agent may agreeAgent. Each notice from the Borrower pursuant to this Section 2.16(a) shall specify (i) whether it proposes to increase the Revolving Credit Facility, increase an existing term loan facility and/or add a new term loan facility, (ii) if it proposes to add a new term loan facility, the proposed terms of the new term facility 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 increase (subject in each case to any requisite consents required under Section 10.06). At the time of sending such notice, the Borrowers Borrower (in consultation with the Administrative Agent) shall specify the identity 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 Business Days from the date of each Revolving Credit delivery of such notice to such Lender). Each Lender and each Eligible Assignee (if any) identified in such notice shall endeavor to whom notify the Borrowers propose any Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of such increase in and, if so, the Revolving Credit Facility be allocated; provided, however, amount of such requested increase that (i) any existing Revolving Credit it proposes to provide. Any 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 applicable facility offered to it (and any Revolving Credit it. Any Lender that has failed to respond to any not responding within such request time period shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) provide any portion of the requested increase. Any Eligible Assignee providing any portion of such the requested 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 Administrative Agent and its counsel (a “New Revolving 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. Provided there exists As long as no DefaultEvent of Default has occurred and is continuing, upon the Borrower shall have the option, at any time prior to the Revolving Credit Termination Date after the Separate Revolving Credit Facility has been terminated, by giving written notice thereof to the Administrative AgentAgent and each of the Lenders not less than thirty (30) days prior to the proposed effective date of the requested increase, to request that the Borrowers may from time Lenders increase the Aggregate Revolving Credit Commitment by up to time $100,000,000, it being understood and agreed that the separate consent of the Administrative Agent will not be a condition to the Borrower's right to request such an increase in from the Lenders. Upon such a request to the Lenders, each Lender shall have the right to increase its Revolving Credit Facility by an amount (in Commitment pro rata based on the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant requested increase to Section 2.18 on or prior to such time; provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Aggregate Revolving Credit Commitment, but no Lender and each Eligible Assignee to whom the Borrowers propose shall have 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 obligation to increase its Revolving Credit Commitment) . No Lender shall have agreed to increase its Revolving Credit Commitment, or shall be deemed to have agreed to increase its Revolving Credit Commitment, unless and (ii) any Eligible Assignee providing any portion of such until it has delivered a signed writing to that effect to the Borrower and the Administrative Agent. In the event that the Borrower requests an increase in the Aggregate Revolving Credit Facility that is not an Commitment as provided above, but one or more of the existing Lenders declines to increase its Revolving Credit Lender (such Eligible AssigneeCommitment by its pro rata share of the requested increase, a “New the Borrower shall nonetheless have the option to increase the Aggregate Revolving Credit Lender”) shall become a Commitment by up to $100,000,000 by causing one or more of the existing Lenders not so declining to increase its or their Revolving Credit Lender pursuant Commitments in an aggregate amount equal to a joinder agreement in form and substance reasonably satisfactory the requested increase, by causing one or more new Lenders acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) to provide Revolving Credit Commitments in an aggregate amount equal to the requested increase and its counsel (a “New to be added as Lenders under this Agreement or by obtaining sufficient increased Revolving Lender Joinder Agreement”)Credit Commitments from such existing Lenders and new Revolving Credit Commitments from such new Lenders in an aggregate amount equal to the requested increase.

Request for Increase. Provided there exists no Default, upon written the Company may, at any time and from time to time, request, by notice to the Administrative Agent, the Borrowers may from time to time request Administrative Agent’s approval of an increase in the Revolving Credit Facility by an amount (in of the aggregate for all such requestsRevolving Commitments (a “Revolving Commitment Increase”) not exceeding $450,000,000within the limitations hereafter described, less which request shall set forth the aggregate amount of each such requested Revolving Commitment Increase. The Administrative Agent shall notify all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that 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 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 an increase 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 a minimum amount integral multiples of $25,000,000 (or 10,000,000 if in excess thereof); no Revolving Commitment Increase shall increase the aggregate Revolving Commitments to an amount in excess of $250,000,000; the provisions of Section 9.04(b) shall apply in respect of any Increasing Lender that is not a Lender before the Revolving Commitment Increase, as if such lesser amount as Borrowers and Administrative Agent may agree). At the time Increasing Lender were an assignee of sending such noticea Revolving Commitment, the Borrowers shall specify have executed and delivered to the identity Administrative Agent such Note or Notes as the applicable Increasing Lender requests to reflect such Revolving Commitment Increase (or, in the case of each a new Lender, such Lender’s Revolving Credit Lender Commitment); the Company shall have delivered a certificate executed by an Authorized Officer of the Company and dated the effective date of such Revolving Commitment Increase, to the effect that the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such Revolving Commitment Increase and attaching resolutions of the Borrowers approving such Revolving 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 Subsidiary Guarantors and each Eligible Assignee to whom Increasing Lender shall have executed and delivered such other instruments and documents as the Borrowers propose any portion of Administrative Agent shall have reasonably requested in connection with such increase Revolving Commitment Increase, in the Revolving Credit Facility be allocated; providedcase of the documents required under clauses (iv) through (vii) above, 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent. The Administrative Agent and its counsel (a “New shall provide written notice to all of the Lenders hereunder of any Revolving Lender Joinder Agreement”)Commitment Increase.

Request for Increase. Provided there no Default or Event of Default then exists no Defaultor would arise therefrom, upon written notice to the Administrative AgentAgent (which shall promptly notify the applicable Lenders), the Borrowers Lead Borrower may from time to time request an increase in the Revolving Credit Facility Commitments by an amount (in the aggregate for all such requests) not exceeding $450,000,000300,000,000 (a “Commitment Increase”), less which may be allocated to (i) increase the aggregate amount of all increases in Domestic Revolving Commitments (a “Domestic Revolving Commitment Increase”), (ii) establish the Term European Sub-Facility consummated pursuant to Section 2.18 on or prior to such time(as defined below) (a “European Sub-Facility Request”) and/or (iii) establish the FILO Facility (as defined below) (a “FILO Facility Request”); provided that (i) any such request for an increase a Commitment Increase shall be in a minimum amount of $25,000,000 and indicate if the Lead Borrower is requesting a Domestic Revolving Commitment Increase, a FILO Facility Request or a European Sub-Facility Request, and (or ii) the Borrowers may make a maximum of four (4) such lesser amount as Borrowers and Administrative Agent may agree)requests. At the time of sending such notice, the Borrowers Lead Borrower (in consultation with the Agent) shall specify the identity of each Revolving Credit Lender and each Eligible Assignee Persons to whom such requested increase is to be made (such Persons so specified, collectively, the Borrowers propose any portion “Designated Commitment Increase Lenders”) and the time period within which each such Person is requested to respond (the “Commitment Increase Response Period”) (which shall in no event be less than ten (10) Business Days from the date of delivery of such increase in notice to such Persons, or such longer period as may be agreed to by 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, Agent in its sole discretion). To the extent any Designated Commitment Increase Lender is not then a Lender, to provide all or a portion of such increase in the Revolving Credit Facility offered to it (and any Revolving Credit Designated Commitment Increase Lender that has failed to respond to any such request shall be deemed subject to have declined to increase its Revolving Credit Commitment) the approval of the Agent, the L/C Issuer and (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that is not an existing Revolving Credit Swing Line Lender (such Eligible Assigneewhich approval shall not be unreasonably withheld, a “New Revolving Credit Lender”) shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”conditioned or delayed).

Request for Increase. Provided there exists that no DefaultDefault shall have occurred and be continuing at such time or would result therefrom, upon written notice to the Administrative AgentAgent (which, if all Lenders under the specified Facility are being requested, shall promptly notify the Revolving Credit Lenders and Term A Lenders, as applicable and, if less than all Lenders under the specified Facility are being requested, each individual Lender being requested), the Borrowers may Company may, from time to time time, request one or more Lenders to increase their portion of the Revolving Credit Facility or Term A Loans, or both; provided that (i) any such request for an increase in the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in or the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that any such request for an increase A Facility, in each case, shall be in a minimum amount of $25,000,000 10,000,000, (ii) no increase may be made to (A) any portion of the Revolving Credit Facility with a Maturity Date earlier than any other portion of the Revolving Credit Facility or (B) any Term A Facility with a Maturity Date earlier than any other existing Term A Facility and (iii) the amount of such lesser increase, together with the aggregate amount of all undrawn Commitments and outstanding Loans under all Facilities (after giving effect to any repayment of Loans and reduction of Commitments to be made with the proceeds of such increase on the date of such increase or as Borrowers and Administrative Agent may agreeevidenced by an irrevocable notice delivered on such date in the manner set forth in Section 2.04(a) or Section 2.05(a), as applicable) shall not exceed $5,233,000,000; provided that, in no event shall the aggregate amount of outstanding Loans at any time exceed $5,233,000,000. At the time of sending such notice, the Borrowers Company (in consultation with the Administrative Agent) shall specify the identity of time period within which each Revolving Credit Lender and each Eligible Assignee Term A Lender, as applicable, is requested to whom respond (which shall in no event be less than ten (10) Business Days from the Borrowers propose any portion date of delivery of such increase in the Revolving Credit Facility be allocated; provided, however, that (i) any existing Revolving Credit Lender approached notice 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 (ii) any Eligible Assignee providing any portion of such 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 Lenders by the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”Agent).

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers Borrower may from time to time after the date hereof request an increase (x) one or more increases in the Revolving Credit Facility by Dollar Commitments (which increase may take the form of one or more new revolving tranches) (each, a “Dollar Commitment Increase”) and/or (y) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan and each Dollar Commitment Increase, collectively, referred to as the “Incremental Increases”) provided that (i) the principal amount (for all such Incremental Increases in the aggregate for all such requestssince the Effective Date (including the then requested Incremental Increase) shall not exceeding exceed $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time1,000,000,000; provided that (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 (or such a lesser amount in the event such amount represents all remaining availability under this Section); (iii) there shall be no more than five (5) such requests during the term hereof; (iv) each Incremental Term Loan shall have an Applicable Rate or pricing grid, maturity date, mandatory prepayments and an amortization schedule as Borrowers determined by the Lenders providing such Incremental Term Loans and the Borrower; (v) each Dollar Commitment Increase shall have the same terms (other than as to fees payable at the closing thereof) and be pursuant to the same documentation as the 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 Documents may be amended, in form and substance reasonably 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 (ix) no request for a Dollar Commitment Increase may agreebe made prior to the earlier of (A) the Acquisition Consummation Date and (B) the date on which the definitive agreement with respect to the Delphi Acquisition is terminated without the consummation of the Delphi Acquisition and notice has been provided to the Administrative Agent in accordance with Section 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 Persons in accordance with subsection (c) below. At the time of sending such notice, the Borrowers Borrower (in consultation with the Administrative Agent) shall specify whether such Incremental Increase is being offered to existing Lenders and, if so, the identity 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 each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion delivery 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 (ii) any Eligible Assignee providing any portion of such 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 notice to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”Lenders).

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written by notice to the Administrative AgentFacility Agent (who shall promptly notify the Lenders), the Borrowers may from time request up to time request an increase in the Revolving Credit Facility by an amount two (in the aggregate for all such requests2) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant Commitments, each of which increases may be drawn in up to Section 2.18 on two (2) Borrowings, to finance the acquisition of one or prior to more vessels owned by one or more Additional Guarantors (each such timeincrease, an “Incremental Commitment”); provided that (I) the first Incremental Commitment shall be in an aggregate amount not exceeding an amount equal to the lesser of (i) $34,320,000 and (ii) the sum of (x) 50% of the aggregate Fair Market Value of any Additional Vessels to be financed by the first Incremental Commitment plus (y) 55% of the aggregate Fair Market Value of any Additional Young Vessels to be financed by the first Incremental Commitment, and in any case in a maximum borrowed amount of $11,440,000 per Additional Young Vessel financed by the relevant Borrowing, and that (II) the second Incremental Commitment shall be in an aggregate amount not exceeding an amount equal to the lesser of (i) $60,000,000 and (ii) the sum of (x) 50% of the aggregate Fair Market Value of any Additional Vessels to be financed by the second Incremental Commitment plus (y) 55% of the aggregate Fair Market Value of any Additional Young Vessels to be financed by the second Incremental Commitment; provided further that (A) any such Incremental Commitments shall be uncommitted by the Lenders and subject to the approval of each Lender that agrees to provide an Incremental Commitment, (B) any such request for an increase shall be in a minimum amount subject to (x) the prior written consent of $25,000,000 the Incremental Lenders and (or such lesser amount y) the entry into by the Borrower and the other Security Parties of documentation amending and/or supplementing this Agreement and the other Loan Documents as Borrowers and Administrative the Facility Agent may agreereasonably require, (C) Section 2.06 and Schedule VII shall be supplemented to provide for repayment of the relevant Incremental Commitments on an approximate fifteen-year age-adjusted profile to 0 based on the average age (calculated based on the year and month of delivery) of the Additional Vessels and Additional Young Vessels being financed, (D) all Additional Vessels and Additional Young Vessels and related tangible and intangible property shall be pledged as Collateral to secure the Facility (as increased by the relevant Incremental Commitments). At , (E) proposed Incremental Commitments shall be offered as a right of first refusal to the time of sending such noticeLenders on a pro-rata basis, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocated; provided, however, that (iF) any existing Revolving Credit Lender approached to provide all such requests for Incremental Commitments may not be made on or a portion of such increase in after the Revolving Credit Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in date which is eighteen (18) months after 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 (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit LenderClosing Date.”) shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).

Request for Increase. Provided there exists no Default, upon written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers Borrower may from time to time on or after the Amendment No. 2 Effective Date request an increase in the Revolving Credit Facility Advances by an aggregate amount (in the aggregate for all such requests) not exceeding $450,000,000requests and together with any requests under Section 2.19, less in each case to the aggregate amount of all increases extent such requests result in a corresponding increase in the Term Facility consummated pursuant or a New Advance) not exceeding the sum of (x) $125,000,000, plus (y) to Section 2.18 on or prior the extent the proceeds of such increased Advances are applied substantially contemporaneously to refinance the Senior Notes, the principal amount of the Senior Notes so refinanced, any interest and premium owed with respect thereto and the amount of transaction costs related to such timerefinancing; provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or 10,000,000. To achieve such lesser amount as Borrowers and Administrative Agent may agree). At the time of sending such noticerequested increase, the Borrowers shall specify Borrower may invite the identity of each Revolving Credit Lender and each Lenders to make additional Advances and/or may invite additional Eligible Assignee Assignees 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 (ii) any Eligible Assignee providing any portion of such 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 Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel counsel, provided any Advances made by an Eligible Assignee pursuant to this Section 2.18 shall be in a principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. At the time of sending the notice described in the first sentence of this Section, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and/or Eligible Assignee is requested to respond (which shall in no event be less than five (5) Business Days from the date of delivery of such notice to such Lender or Eligible Assignee). The Borrower may offer and pay to each Lender (an “Increasing Lender”) that agrees to make additional Advances, and to each additional Eligible Assignee that agrees to becomes a “New Revolving Lender Joinder Agreement”pursuant to this Section 2.18, such fees or original issue discount as it may elect in connection with any such increase in the Advances, provided that in the event the interest rate margins (other than as a result of the imposition of default interest) for any Increasing Lender’s additional Advances or any Advances of any such Eligible Assignee are higher than the interest rate margins for the Advances of the non-Increasing Lenders by more than 0.50%, then the interest rate margins for the Advances of the non-Increasing Lenders shall be increased to the extent necessary so that such interest rate margins shall be equal to the interest rate margins for such Increasing Lender’s additional Advances or the Advances of such Eligible Assignee, minus 0.50%; provided further that, in determining the interest rate margins applicable to any Increasing Lender’s additional Advances or any Advances of any such Eligible Assignee and the Advances of the non-Increasing Lenders (A) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable by any Loan Party to any Lender or Increasing Lender or any Eligible Assignee in the initial primary syndication of the Advances or the increased Advances hereunder, as the case may be, shall be included (with original issue discount being equated to interest based on assumed 4-year life to maturity), and (B) customary arrangement, structuring, underwriting or commitment fees (or similar fee, however denominated) payable to any of the Bookrunners (or their affiliates) in connection with the Advances or any increase in the Advances hereunder or to one or more arrangers (or their affiliates) thereof shall be excluded.

Request for Increase. Provided there exists that no DefaultDefault shall have occurred and is then continuing, upon written notice to the Administrative Agent, the Borrowers may Borrower may, at any time and from time to time request an on and after the Delayed Draw Termination Date, elect to increase in the Revolving Credit Facility by Amount to an amount (not exceeding $600,000,000 in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior after giving effect to such timeincrease; provided that any such request for an increase shall be in a minimum amount of $25,000,000 (50,000,000 or such lesser other amount reasonably agreed to by the Borrower and the Administrative Agent. Any increase in the Facility Amount pursuant to this Section 2.15 shall be in the form of a single Borrowing consisting of one or more additional term loans made to the Borrower (any such term loan being referred to herein as Borrowers an “Incremental Term Loan”) by the Lenders and Administrative Agent may agree)Eligible Assignees participating in such increase in accordance with the terms of this Section 2.15. At Each notice from the time of sending such notice, the Borrowers Borrower pursuant to this Section 2.15 shall specify the identity of each Revolving Credit Lender and each Eligible Assignee that it has or proposes to whom the Borrowers propose any 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 Revolving Credit Facility be allocated; providedAdministrative Agent and the Borrower within 20 Business Days whether or not it agrees to provide all or a portion of such increase and, howeverif so, that (i) any whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. 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 it. Any designated Lender that has failed to respond to any not responding within such request time period shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) any participate in such increase. Any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit Lender”) 50 shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”). The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers Borrower may from time to time time, request an increase in the aggregate amount of the Facilities to an amount not exceeding $900,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility by (each such increase, an amount (“Incremental Revolving Increase”), requesting an increase in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Closing Date Term Facility consummated pursuant (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to Section 2.18 on or prior to such timeas “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 Borrowers the Borrower and the Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender 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 (ii) any Eligible Assignee the Borrower may make a maximum of three such requests, (iii) [reserved], (iv) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased, and (v) all incremental commitments and loans provided as part of an Incremental Term Loan Facility shall be on terms agreed to by the Borrower and the Lenders providing any portion such Incremental Term Loan Facility, provided, that if the terms of such increase in Incremental Term Loan Facility (other than pricing, optional prepayment, amortization and final maturity) are not the Revolving Credit same as the terms of the Closing Date Term Facility that is not an or a then existing Revolving Credit Lender (Incremental Term Loan Facility, such Eligible Assignee, a “New Revolving Credit Lender”) new Incremental Term Loan Facility shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance be on terms reasonably satisfactory acceptable to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).the Lenders providing such

Request for Increase. Provided there exists no DefaultThe Borrower may at any time or from time to time on and after the Closing Date, upon written by notice to the Administrative Agent, the Borrowers may from time to time request an increase one or more (A) increases in the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all Revolving Commitments (each such increase a “Incremental Revolving Commitment”, (B) increases in of the principal amount of Incremental Term Facility consummated pursuant 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 Section 2.18 on as the “Term Loan Increases”), (D) one or prior more term A loan tranches (as determined by the Administrative Agent and the Borrower, taking into account maturity, amortization and applicable rates with respect thereto) to such timebe made available to the Borrower (each, an “Incremental Term A Loan”) or (E) one or more term B loan tranches (as determined by the Administrative Agent and the Borrower, taking into account maturity, amortization and applicable rates with respect thereto) 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 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 such a lesser amount as Borrowers and Administrative Agent may agreein the event such amount represents all remaining availability under this Section). At ; (iii) no Incremental Revolving Commitment shall (A) increase the time of sending such notice, L/C Commitment or the Borrowers shall specify Aggregate Revolving Commitment without the identity consent of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in L/C Issuer under the Revolving Credit Facility be allocated; provided(or, howeverif such increase applies only to certain L/C Issuers pursuant to their agreement, that such L/C Issuers), (iB) increase the L/C Commitment of any existing Revolving Credit Lender approached to provide all or a portion 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 Term Loan shall mature earlier than the later of (A) the latest Term A Loan Maturity Date then in effect and (B) the Revolving Credit 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 (iv) shall not apply to any Permitted Bridge Indebtedness; (v) [reserved]; (vi) each Incremental Term Loan shall be pari passu in right of payment, voting, security and/or (unless agreed to be paid after, or on a less than pro rata basis with, the Term Loans by 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 Increase, Term B Loan Increase, 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 may elect or declineand the Borrower; provided that, if the All-in its sole discretion, to provide all or a portion Yield in respect of such increase Incremental Facility exceeds the All-in Yield then in effect for the Revolving Credit Facility offered to it Term 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 Revolving Credit Lender prior Incremental Term B Loan, if applicable) shall be increased so that has failed the All-in Yield in respect of the Term B Loans (and any prior Incremental Term B Loans, if applicable) is equal to respond the All-in Yield for such Incremental Facility minus 0.50%; provided that to the extent that any such differential in the All-in Yield arises out of a higher Term SOFR “floor” on such Incremental Facility, the Term SOFR “floor” for the Term B Loans (and any prior Incremental Term B Loan, if applicable) rather than the Applicable Rate shall be increased accordingly; (viii) except as provided above and in Section 2.20(d), all other terms and conditions applicable to any such request Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the applicable Term Loan facility, shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent Agent, the applicable Lenders providing such Incremental Term Loan and its counsel 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 “New Revolving Lender Joinder Agreement”)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 (iii) if secured, not be secured by assets other than the Collateral, provided that during an Investment Grade Period any Incremental Facility shall be unsecured.

Request for Increase. Provided there exists no DefaultDefault has occurred and is continuing, upon 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 Borrowers 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 the desired effective date of such increase (a) containing a certification of a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to 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 (provided, that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all 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 increase earlier date, in which case they are true and correct in all material respects (provided, that to the Revolving Credit Facility extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all 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 5.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.1), and (b) identifying one or more additional Eligible Assignees (each, a “New Lender”) (or additional Commitments agreed to be made by an amount (in one or more existing Lenders) and the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in each such Person’s Commitment (or additional amount of its Commitment), and the Term Facility consummated pursuant to Section 2.18 on or prior to such timeAdministrative Agent shall promptly notify the Lenders thereof; provided that any such request for an prior to approaching a New Lender, the Borrower shall have offered to the existing Lenders the opportunity to increase shall be in their respective Commitments; provided further, if a minimum amount of $25,000,000 (or such lesser amount as Borrowers Lender has not informed the Borrower and the Administrative Agent may agree). At in writing, within ten Business Days from the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion date of such increase offer by the Borrower, that such Lender intends to participate in the Revolving Credit Facility be allocated; providedincrease of the Aggregate Commitments, however, that (i) any existing Revolving Credit then such 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 rejected the offer by Borrower to increase its Revolving Credit Commitment) and (ii) . The Borrower may not make more than one such Aggregate Commitments increase request in any Eligible Assignee providing any portion of calendar year, no such requested increase in the Revolving Credit Facility that is Aggregate Commitments shall be in an amount less than $25,000,000, and in the aggregate such requests shall not an existing Revolving Credit exceed $200,000,000. The Borrower and each New Lender shall have executed and delivered to the Administrative Agent a New Lender Agreement (such Eligible Assigneeeach, a “New Revolving Credit LenderLender Agreement”) substantially in the form of Exhibit H and the Administrative Agent, the L/C Issuer and the Swing Line Lender shall, if acceptable to them in their respective reasonable discretion, execute the same. The effective date of the Aggregate Commitments increase shall become a Revolving Credit be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, (x) 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 a joinder agreement Section 3.5) in form 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 substance reasonably satisfactory (y) each New Lender and increasing existing Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided participation in all outstanding Letters of Credit in accordance with its new Applicable Percentage. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent relating to any Aggregate Commitments increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its counsel (a “New Revolving consent thereto, and each Lender Joinder Agreement”)may at its option, unconditionally and without cause, decline to increase its Commitment.

Request for Increase. Provided that (i) there exists no Default, (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) and (iii) 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 Borrowers may Borrower may, from time to time time, on the terms and conditions set forth in the applicable Incremental Assumption Agreement, request (x) an increase in the Revolving Credit Facility by (each an amount “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 Facility”); provided, that in no event shall the aggregate for all such requests) not exceeding $450,000,000, less the aggregate principal amount of all increases in Incremental Facilities incurred after the Term Facility consummated pursuant to Section 2.18 on or prior to Closing Date exceed the Incremental Amount at such time; provided provided, further that any such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree)25,000,000. At If the Borrower elects to request that existing Revolving Credit Lenders participate in an Incremental Facility, then at the time of sending such notice, the Borrowers Borrower shall request that the Paying Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Paying Agent) shall specify the identity of time period within which each Revolving Credit Lender and each Eligible Assignee is requested to whom respond (which shall in no event be less than ten Business Days from the Borrowers propose any portion date of delivery of such increase in notice to 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”Lenders).

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers Company may from time to time time, request (i) an increase in the Aggregate Revolving Credit Facility (US) Commitments by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases 100,000,000 or (ii) an increase in the Term Facility consummated pursuant to Section 2.18 on or prior to Aggregate Revolving Credit (UK) Commitments by an amount (for all such timerequests) not exceeding €100,000,000; provided that (A) any such request for an increase in the Aggregate Revolving Credit (US) Commitments shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and unless the Administrative Agent agrees to a smaller amount), (B) any such request for an increase in the Aggregate Revolving Credit (UK) Commitments shall be in a minimum amount of €25,000,000 (unless the Administrative Agent agrees to a smaller amount), and (C) the Company may agree)make a maximum of three such requests in respect of the Aggregate Revolving Credit (US) Commitments and three such requests in respect of the Aggregate Revolving Credit (UK) Commitments. At the time of sending such notice, the Borrowers Company (in consultation with the Administrative Agent) shall specify (i) the identity of each Revolving Credit existing Lender and each Eligible Assignee to whom the Borrowers propose Company proposes any portion of such increase in be allocated and the Revolving Credit Facility be allocatedamounts of such allocations; provided, however, provided that (iA) 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 such increase and (B) any such Eligible Assignee shall be subject to the approval of such the Administrative Agent and, in the case of an increase in the Aggregate Revolving Credit Facility offered to it (and any Revolving Credit US) Commitments, the Swingline Lender that has failed to respond to any such request (which approvals shall not be deemed to have declined to increase its Revolving Credit Commitment) unreasonably withheld or delayed), and (ii) any the time period within which each such existing Lender and each such Eligible Assignee providing any portion is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such 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 notice to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”applicable Lenders).

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written at any time and from time to time, request, by notice to the Administrative Agent, the Borrowers may from time to time request 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 be so increased (up to the amount of such approved Facility Increase, in the Revolving Credit 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 by an 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 for all such requestsaggregate) of any new Commitment of any New Lender or the amount (in the aggregate) of any increase in the Commitment of any New Lender, shall (unless otherwise agreed by the Borrower and the Administrative Agent) not exceeding be less than $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that any such request for an increase 5,000,000 (and shall be in a minimum amount integral multiples of $25,000,000 1,000,000 if in excess thereof); (or such lesser B) no Facility Increase shall increase the Aggregate Commitment to an amount as Borrowers 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 agree). At shall have accepted and executed the time of sending such notice, same; (D) the Borrowers Borrower shall specify the identity of each Revolving Credit Lender have executed 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 (ii) any Eligible Assignee providing any portion of such 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 delivered to the Administrative Agent and its 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 (a “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); (F) 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 Revolving Lender Joinder Agreement”)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 reasonably acceptable to the Administrative Agent. The Administrative Agent shall provide written notice to all of the Lenders hereunder of any Facility Increase.

Request for Increase. Provided there exists no DefaultAt any time, upon Company may by written notice to Administrative Agent elect to request the Administrative Agent, the Borrowers may from time to time request an increase establishment of one or more increases in the Revolving Credit Facility by Loan Commitments (any such increase, an amount “Incremental Revolving Loan Commitment”) to make incremental revolving loans (in any such incremental revolving loans, the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time“Incremental Revolving Loans”); provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender 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) the total aggregate amount for all such Incremental Revolving Loan Commitments will not (as of any existing date of incurrence thereof) exceed $25,000,000, and (ii) the total aggregate amount for each Incremental Revolving Credit Loan Commitment (and the Incremental Revolving Loans made thereunder) will not be less than a minimum principal amount of $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 Incremental Revolving Loan Commitment will be effective, which will be a date not less than ten Business Days after the date on which such notice is delivered to Administrative 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 such increase in the any Incremental Revolving Credit Facility Loan Commitment may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Incremental 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 Loan Commitment) and (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).

Request for Increase. Provided there exists no Default, upon written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Credit Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility by and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (in the aggregate for giving effect to all such requestsIncremental Facilities) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time500,000,000; provided that (i) any such request for an increase shall must be in a minimum amount of $25,000,000 5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amount other amounts as Borrowers are agreed to by the Borrower and the Administrative Agent may agreeAgent), (ii) each Incremental Revolving Increase shall be on the same terms (including maturity date) as the Aggregate Commitments 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, subject to clause (ii) of the last proviso to Section 10.01, if applicable, will be determined by the Borrower and the lenders under such Incremental Term Loan Facility and consented to by, 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 operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent. At the time of sending such notice, the Borrowers Borrower (in consultation with the Administrative Agent) shall specify the identity of each Revolving Credit Lender and each Eligible Assignee Lenders 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 (subject in each case to any requisite consents required under Section 10.06) and the Revolving Credit Facility may elect or decline, time period within which each such Lender is requested to respond (which shall in its sole discretion, to provide all or a portion no event be less than ten (10) Business Days from the date of delivery of such increase in the Revolving Credit Facility offered notice 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”Lenders).

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers Company may from time to time request an increase in (a) prior to the 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 an “Incremental Revolving Commitment”) and/or (b) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time300,000,000; provided that any the Company may make a maximum of two such requests. Each such request for shall specify (i) the date (each, an increase “Increase Effective Date”) on which the Company proposes that the Incremental Commitments shall be in effective, which shall be a minimum amount of $25,000,000 date not less than ten (or 10) Business Days after the date on which such lesser amount as Borrowers and notice is delivered to the Administrative Agent may agree). At (unless otherwise agreed to by the time of sending such notice, the Borrowers shall specify Administrative Agent) and (ii) the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose Company proposes any portion of such increase in Incremental Commitments be allocated and the Revolving Credit Facility be allocatedamounts of such allocations; provided, however, provided that (i) any existing Revolving Credit Lender approached to provide all or a portion of such increase in the Revolving Credit Facility Incremental Commitments 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 Incremental Commitment. Each Incremental Commitment shall be deemed to have declined to increase its Revolving Credit Commitment) and in an aggregate amount of at least $10,000,000 (ii) any Eligible Assignee providing any portion 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 such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”Incremental Commitments set forth above).

Request for Increase. Provided there exists no DefaultAfter the Closing Date, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrowers Borrower may from time to time time, (x) request 83 an increase in the 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 Borrower and (y) request an increase in the Revolving Credit Facility by Commitments which may be under a new revolving credit facility or may be part of an amount existing Class of Revolving Credit Commitments (each a “Revolving Credit Commitment Increase”) to be made available to the Borrower; provided, in the aggregate for all such requestseither case, that (i) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that any such request for an increase Term Commitment Increase shall be in a minimum amount of $25,000,000 (5,000,000 or such lesser amount as Borrowers and Administrative Agent may agree). At the time increments of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase $1,000,000 in the Revolving Credit Facility be allocatedexcess thereof; 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 (ii) any Eligible Assignee providing any portion such Revolving Credit Commitment Increase shall be in a minimum amount of such increase $2,000,000 or increments of $1,000,000 in excess thereof; (iii) except in the Revolving Credit Facility case of a bridge loan, the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not an existing earlier than the Scheduled Maturity Date of the Term Facility, the scheduled maturity date of any such Term Commitment Increase and/or Revolving Credit Lender (such Eligible Assignee, a “New Commitment Increase shall be no earlier than the Scheduled Maturity Date of the Term Facility and/or Revolving Credit LenderFacility, 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 become a Revolving Credit Lender 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 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 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 herein, any such Commitment Increase shall be on terms and pursuant to documentation to be determined by the 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 joinder agreement in form and substance whole, shall either, (x) be mutually reasonably satisfactory to the Administrative Agent and its counsel the Borrower or (y) not be materially less favorable (when taken as a “New whole) to the Borrower than those applicable to the Term Facility (when taken as a whole) or the Revolving Lender Joinder 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 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 are not 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 applicable, shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement”).

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers Borrower, may from time to time request time, elect to increase the aggregate principal amount of the Facilities to an increase in amount not exceeding $1,250,000,000 by increasing the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in and/or the Term Facility consummated pursuant or, if the Term Facility has been terminated or is otherwise no longer outstanding, with a new term facility on substantially the same terms as the Term Facility (and after the Increase Effective Date with respect thereto all references to Section 2.18 on or prior the “Term Facility” herein and in any other Loan Documents shall mean such new term facility (the “New Term Facility”) and all references to the “Term Facilities” herein and in any other Loan Documents shall include such timeNew Term Facility); provided that any such request for an increase shall be in a minimum amount of $25,000,000 (25,000,000, or such lesser other amount as Borrowers agreed to by the Borrower and the Administrative Agent may agree)Agent. At the time of sending In such written notice, the Borrowers Borrower shall specify the Facility that it proposes to increase and the identity of each Revolving Credit Appropriate Lender and each Eligible Assignee that it proposes to whom the Borrowers propose any approach to provide all or a portion of such increase (subject in the Revolving Credit Facility be allocatedeach case to any requisite consents required under Section 11.06); provided, however, that (i) any existing Revolving Credit Appropriate 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 applicable 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 CommitmentCommitment or its Term Loan, or to provide any of the New Term Facility, as applicable) and (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit applicable 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).

Request for Increase. Provided that (i) there exists no Default, (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) and (iii) 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 Borrowers may Borrower may, from time to time time, on the terms and conditions set forth in the applicable Incremental Assumption Agreement, request (x) an increase in the Revolving Credit Facility by (each an amount “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 Facility”); provided, that with respect to a Limited Condition Acquisition, the requirements of the preceding clauses (i) and (ii) shall be modified as provided in Section 1.08 of this Agreement; provided, however, that in no event shall the aggregate for all such requests) not exceeding $450,000,000, less the aggregate principal amount of all increases in Incremental Facilities incurred after the Term Facility consummated pursuant to Section 2.18 on or prior to Closing Date exceed the Incremental Amount at such time; provided provided, further that any such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree)25,000,000. At If the Borrower elects to request that existing Revolving Credit Lenders participate in an Incremental Facility, then at the time of sending such notice, the Borrowers Borrower shall request that the Paying Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Paying Agent) shall specify the identity of time period within which each Revolving Credit Lender and each Eligible Assignee is requested to whom respond (which shall in no event be less than ten Business Days from the Borrowers propose any portion date of delivery of such increase in notice to 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”Lenders).

Request for Increase. Provided there exists no DefaultThe Borrower may from time to time, upon written request by notice to the Administrative Agent, the Borrowers may from time to time request Agent (x) an increase in the amount of the Aggregate Revolving Commitments (each, a “Revolving Credit Facility by Increase”) or (y) one or more term loan tranches (each, an “Incremental Term Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount (for all such Incremental Increases in the aggregate for all such requestssince the Closing Date (including the then requested Incremental Increase) shall not exceeding exceed $450,000,000300,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 30,000,000 (or such a lesser amount as Borrowers and Administrative Agent may agreein the event such amount represents all remaining availability under this Section). At , (iii) no Revolving Credit Increase shall (A) increase the time of sending such notice, L/C Committed Amount without the Borrowers shall specify the identity consent of each Revolving Credit Lender L/C Issuer or (B) increase the Swing Line Availability without the consent of the Swing Line Lender, (iv) no Incremental Term Loan shall mature earlier than the Termination Date, and (v) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed pursuant to the Guaranties on a pari passu basis with the other Obligations hereunder. (b) Process for Increase. Incremental Increases may be (but shall not be required to be) provided by any existing Lender, in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other Person that qualifies as an Eligible Assignee to whom the Borrowers propose any portion of (each such increase in the Revolving Credit Facility be allocated; providedother Person, 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 (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit Additional Lender”) shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that (i) the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld) to each such Lender or proposed Additional Lender providing such Incremental Increase and (ii) in the case of any Revolving Credit Increase, the L/C Issuers and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld) to each such Lender or proposed Additional Lender providing such Revolving Credit Increase if such consent by the L/C Issuers or the Swing Line Lender, as the case may be, would be required under Section 9.07 for an assignment of Revolving Loans or Commitments to such Lender or proposed Additional Lender. No Lender shall have any obligation to increase its counsel (a “New Revolving Lender Joinder Agreement”)Commitment or participate in an Incremental Term Loan, as the case may be, and no consent of any Lender, other than the Lenders agreeing to provide any portion of an Incremental Increase, shall be required to effectuate such Incremental Increase.

Request for Increase. Provided there exists no Default, upon The Borrower may by written notice to the Administrative AgentAgent request, the Borrowers may from time to time request time, to increase the aggregate principal amount of the Facilities to an increase amount not exceeding $900,000,000 through one or more increases in the existing Revolving Credit Facility by (each, an amount (in the aggregate for all such requests“Incremental Revolving Commitment”) not exceeding $450,000,000, less the aggregate amount of all and/or increases in the principal amount of the Term Facility consummated pursuant Loan (each, an “Incremental Term Commitment”) and/or the addition of one or more new pari passu tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility, Incremental Revolving Commitment and Incremental Term Commitment are collectively referred to Section 2.18 on or prior to such timeas “Incremental Commitments”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 50,000,000 (or provided that such lesser amount as Borrowers may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Facilities set forth above) and (ii) the Borrower may make a maximum of three such requests. Each notice from the Borrower 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). At (the time of sending such notice, the Borrowers shall specify “Notice Period”) and (ii) the identity of each Revolving Credit Lender and each other Eligible Assignee to whom the Borrowers propose Borrower proposes any portion of such increase in 72 Incremental Commitments be allocated and the Revolving Credit Facility be allocatedamount of such Incremental Commitments being requested from each such Lender and Eligible Assignee; provided, however, provided that (i) any existing Revolving Credit Lender approached to provide all or a portion of such increase in the Revolving Credit Facility Incremental Commitments 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 (Incremental Commitment and any Revolving Credit Lender that has failed to respond to any such request not responding within the Notice Period shall be deemed to have declined to increase its Revolving Credit provide such Incremental Commitment) and (ii) any Eligible Assignee providing any portion of such 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 . The Administrative Agent and its counsel the Borrower shall thereafter determine the effective date (a each an “New Revolving Lender Joinder AgreementIncrease Effective Date”)) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written from time to time, request by notice to the Administrative Agent, the Borrowers may from time to time request an increase Agent (x) one or more increases in the Revolving Credit Facility by an amount (in the aggregate for all such requestseach, a “Revolving Credit Increase”), (y) not exceeding $450,000,000, less the aggregate amount of all one or more increases in the Term A Facility consummated pursuant or Term B Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to Section 2.18 on or prior be made available to such timethe Borrower (each, an “Incremental Term Loan”; 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 $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 such a lesser amount as Borrowers and Administrative Agent may agreein the event such amount represents all remaining availability under this Section). At the time of sending such notice, the Borrowers shall specify the identity of each ; (iii) no Revolving Credit Lender and Increase shall (A) increase the 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 Eligible Assignee to whom level on the Borrowers propose any portion of such increase pricing grid set forth in the Revolving Credit definition of Applicable Rate) so that the All-In Yield in respect of the Term A Facility is equal to the All-In Yield for such Incremental Term Loans minus 0.50% and/or (B) the All-In Yield for the Term B Facility by more than 0.50%, then the Applicable Rate for the Term B Facility shall be allocatedincreased so that the All-In Yield in respect of the Term B Facility is equal to the All-In Yield for such Incremental Term Loans minus 0.50%; provided(vi) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, howeverprepayment, that voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (iunless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loan), (B) shall have the 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 Loans and the Borrower; (vii) except as provided above, all other terms and conditions applicable to 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 discretionIncremental Term Loan, to provide all or a portion of such increase in the Revolving Credit Facility offered extent not consistent with the terms and conditions applicable to it (and any Revolving Credit Lender that has failed to respond to any such request the Term Facilities, shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and its counsel 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 more restrictive than the corresponding terms set forth in the Term Facilities (except to the extent either (A) applicable to all of the other 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 guaranteed and secured pursuant to the Guaranty and the Collateral Documents on a “New Revolving Lender Joinder Agreement”)pari passu basis with the other Obligations hereunder.

Request for Increase. Provided there exists no DefaultThe Borrower may at any time or from time to time on and after the Closing Date, upon written by notice to the Administrative Agent, the Borrowers may from time to time request an increase one or more (A) increases in the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all Revolving Commitments (each such increase a “Incremental Revolving Commitment”, (B) increases in of the principal amount of Term Facility consummated pursuant 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 Section 2.18 on as the “Term Loan Increases”), (D) one or prior more term A loan tranches (as determined by the Administrative Agent and the Borrower, taking into account maturity, amortization and applicable rates with respect thereto) to such timebe made available to the Borrower (each, an “Incremental Term A Loan”) or (E) one or more term B loan tranches (as determined by the Administrative Agent and the Borrower, taking into account maturity, amortization and applicable rates with respect thereto) 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 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 such a lesser amount as Borrowers and Administrative Agent may agreein the event such amount represents all remaining availability under this Section). At ; (iii) no Incremental Revolving Commitment shall (A) increase the time of sending such notice, L/C Commitment or the Borrowers shall specify Aggregate Revolving Commitment without the identity consent of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in L/C Issuer under the Revolving Credit Facility be allocated; provided(or, howeverif such increase applies only to certain L/C Issuers pursuant to their agreement, that such L/C Issuers), (iB) increase the L/C Commitment of any existing Revolving Credit Lender approached to provide all or a portion 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 Term Loan shall mature earlier than the later of (A) the latest Term A Loan Maturity Date then in effect and (B) the Revolving Credit 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 (iv) shall not apply to any Permitted Bridge Indebtedness; (v) [reserved]; (vi) each Incremental Term Loan shall be pari passu in right of payment, voting, security and/or (unless agreed to be paid after, or on a less than pro rata basis with, the Term Loans by 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 Increase, Term B Loan Increase, 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 may elect or declineand the Borrower; provided that, if the All-in its sole discretion, to provide all or a portion Yield in respect of such increase Incremental Facility exceeds the All-in Yield then in effect for the Revolving Credit Facility offered to it Term 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 Revolving Credit Lender prior Incremental Term B Loan, if applicable) shall be increased so that has failed the All-in Yield in respect of the Term B Loans (and any prior Incremental Term B Loans, if applicable) is equal to respond the All-in Yield for such Incremental Facility minus 0.50%; provided that to the extent that any such differential in the All-in Yield arises out of a higher Term SOFR “floor” on such Incremental Facility, the Term SOFR “floor” for the Term B Loans (and any prior Incremental Term B Loan, if applicable) rather than the Applicable Rate shall be increased accordingly; (viii) except as provided above and in Section 2.20(d), all other terms and conditions applicable to any such request Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the applicable Term Loan facility, shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent Agent, the applicable Lenders providing such Incremental Term Loan and its counsel 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 “New Revolving Lender Joinder Agreement”)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 (iii) if secured, not be secured by assets other than the Collateral, provided that during an Investment Grade Period any Incremental Facility shall be unsecured.

Request for Increase. Provided there exists no Default or Event of Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Invited Lenders, as defined below), the Borrowers Borrowing Agent may from time to time time, request an increase (x) one or more increases in the Aggregate USD Revolving Credit Facility by Commitments, the Aggregate Multi-Currency Revolving Commitments or the Aggregate Specified Currency Revolving Commitment or an amount additional, separate revolving credit facility for the purpose of providing a new Eligible Currency or lending to a new Designated Borrower (in the aggregate for all such requestsa “Designated Revolver”) not exceeding $450,000,000(each, less the aggregate amount of all an “Incremental Revolving Commitment”), (y) one or more increases in the Term Facility consummated pursuant Loan Commitment (each, a “Term Loan Increase”) and/or (z) one or more term loan tranches to Section 2.18 on be made available to the Borrowers (each, an “Incremental Term Loan”; each Incremental Revolving Commitment, each Term Loan Increase and each Incremental Term Loan, collectively, referred to as the “Incremental Increases”), by an aggregate initial amount (as of the date of incurrence or prior to such timeavailability thereof) not exceeding the Incremental Facilities Limit; provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agreeor, in the case of a Designated Revolver, $10,000,000). At the time of sending such notice, the Borrowers Borrowing Agent (in consultation with the Administrative Agent) shall identify the Invited Lenders and specify the identity of each Revolving Credit Lender and each Eligible Assignee time period within which the Invited Lenders are requested 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)respond.

Request for Increase. Provided there exists no DefaultUnless a Default or an Event of Default has occurred and is continuing, upon Borrower, by written notice to the Administrative Agent, the Borrowers may from time request to time request an increase in the Revolving Credit Facility by Commitments, or enter into one or more other tranches of revolving loans or term loans (each an “Incremental Increase”), in each case by/in an amount not less than Twenty Five Million Dollars ($25,000,000) per request and not more than Five Hundred Million Dollars ($500,000,000) in the aggregate for all (such requests) not exceeding $450,000,000, less that the aggregate amount of all increases in the Term Facility consummated pursuant Revolving Credit Commitments, the commitments with respect to Section 2.18 on or prior any other tranches of revolving loans hereunder (if any) and the unused commitments and aggregate outstanding principal amount of Loans with respect to any tranches of term loans (if any) after giving effect to any such timeIncremental Increase shall never exceed One Billion Two Hundred Fifty Million Dollars ($1,250,000,000)); provided that any such request for an increase (i) all Incremental Increases shall rank pari passu in right of payment with all other Loans hereunder, (ii) all Incremental Increases of the Revolving Credit Commitments shall be on the same terms as the Revolving Credit Commitments, (iii) Incremental Increases in the form of a minimum amount new tranche of $25,000,000 revolving loans shall not mature earlier than the Revolving Credit Maturity Date, and (or iv) all incremental commitments and loans provided as part of an Incremental Increase in the form of a new tranche of terms loans shall, subject to clause (iii) of the second proviso to Section 12.02, be on terms agreed to by Borrower and the Banks providing such lesser amount Incremental Increase, provided, that if the terms of such Incremental Increase (other than final maturity) are not the same as Borrowers the terms of a then existing tranche of term loans, the operational, technical and administrative provisions of such Incremental Increase shall be on terms reasonably acceptable to Administrative Agent may agree)Agent. At the time of sending such notice, the Borrowers Borrower (in consultation with Administrative Agent) shall specify the identity time period within which the Banks are requested to respond (which shall in no event be less than ten (10) Business Days from the date of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion delivery 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 (ii) any Eligible Assignee providing any portion of such 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 notice to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”Banks).

Request for Increase. Provided there exists no Event of Default, and no Event of Default would be caused thereby, upon written notice to the Administrative AgentAgent and the Lenders, the Borrowers Borrower may on the Closing Date and from time to time thereafter prior to the Revolving Credit Maturity Date request an increase in the Revolving Credit Facility Commitments so long as, after giving effect thereto, the Total Revolving Credit Commitment does not exceed the lesser of (i) $650,000,000, or (ii) $650,000,000 less the amount by an amount (which the Total Revolving Credit Commitment has previously been reduced in accordance with Section 2.13 hereof, and no such increase shall result in any increase in the aggregate Letter of Credit Sublimit or the Swingline Sublimit. The Agent may arrange for all any such requestsincrease to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”) not exceeding $450,000,000or by one or more new banks, less financial institutions or other entities suggested by the aggregate amount of all increases Agent or the Borrower (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 (and if requested by the Borrower, the Agent shall bring in an Augmenting Lender reasonably acceptable to the Term Facility consummated pursuant to Section 2.18 on or prior to such timeAgent and the Borrower); provided that any such request for an increase 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 minimum amount party to this Agreement or reflect the increase of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree)Lender’s Revolving Credit Commitment under this Agreement. At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such a notice requesting an increase in the Revolving Credit Facility Commitments, the Agent shall specify the time period within which each Lender is requested to respond which shall in no event be allocated; provided, however, that less than ten (i10) any existing Revolving Credit Lender approached to provide all or a portion Business Days from the date of delivery 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 (ii) any Eligible Assignee providing any portion of such 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 notice to the Administrative Agent and its counsel Lenders (a “New Revolving Lender Joinder AgreementNotice Period”).

Request for Increase. Provided there exists no Default, upon written the Company may, at any time and from time to time, request, by notice to the Administrative Agent, the Borrowers may from time to time request Administrative Agent’s approval of an increase in the Revolving Credit Facility by an amount (in of the aggregate for all such requestsRevolving Commitments (a “Revolving Commitment Increase”) not exceeding $450,000,000within the limitations hereafter described, less which request shall set forth the aggregate amount of each such requested Revolving Commitment Increase. The Administrative Agent shall notify all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that 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 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 an increase 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 in a minimum amount of $25,000,000 (or such lesser amount as Borrowers subject to the following limitations and Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocated; provided, however, that conditions: (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 Commitment Increase shall not be less than $10,000,000 (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 in integral multiples of $10,000,000 if in excess thereof); (ii) no Revolving Commitment Increase shall increase the aggregate Revolving Commitments to an amount in excess of $400,000,000; (iii) the provisions of Section 9.04(b) shall apply in respect of any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility Increasing Lender that is not a Lender before the Revolving Commitment Increase, as if such Increasing Lender were an existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit Lender”) shall become assignee of a Revolving Credit Commitment, (iv) the Borrowers shall have executed and delivered to the Administrative Agent such Note or Notes as the applicable Increasing Lender pursuant requests to reflect such Revolving Commitment Increase (or, in the case of a new Lender, such Lender’s Revolving Commitment); (v) the Company shall have delivered a certificate executed by an Authorized Officer of the Company and dated the effective date of such Revolving Commitment Increase, to the effect that the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to a joinder agreement Borrowing being deemed to be references to such Revolving Commitment Increase and attaching resolutions of the Borrowers approving such Revolving Commitment Increase); (vi) 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 (vii) the Company, the 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 form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent and its counsel (a “New shall provide written notice to all of the Lenders hereunder of any Revolving Lender Joinder Agreement”)Commitment Increase.

Request for Increase. Provided there exists no DefaultThe Borrower may at any time or from time to time on and after the Closing Date, upon written by notice to the Administrative Agent, the Borrowers may from time to time request an increase one or more (A) increases in the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all Revolving Commitments (each such increase a “Incremental Revolving Commitment”, (B) increases in of the principal amount of Incremental Term Facility consummated pursuant B Loans (each, a “Term B Loan Increase”), (C) an increase of the principal amount of Incremental Term A Loans (each, a “Term A Loan Increase”; each Term B Loan Increase and Term A Loan Increase, collectively, referred to Section 2.18 on as the “Term Loan Increases”), (D) one or prior more term A loan tranches (as determined by the Administrative Agent and the Borrower, taking into account maturity, amortization and applicable rates with respect thereto) to such timebe made available to the Borrower (each, an “Incremental Term A Loan”) or (E) one or more term B loan tranches (as determined by the Administrative Agent and the Borrower, taking into account maturity, amortization and applicable rates with respect thereto) 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 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 such a lesser amount as Borrowers and Administrative Agent may agreein the event such amount represents all remaining availability under this Section). At ; (iii) no Incremental Revolving Commitment shall (A) increase the time of sending such notice, L/C Commitment or the Borrowers shall specify Aggregate Revolving Commitment without the identity consent of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in L/C Issuer under the Revolving Credit Facility be allocated; provided(or, howeverif such increase applies only to certain L/C Issuers pursuant to their agreement, that such L/C Issuers), (iB) increase the L/C Commitment of any existing Revolving Credit Lender approached to provide all or a portion 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) (x) no Incremental Term A Loan shall mature earlier than the later of the latest Term A Loanmaturity date of any Incremental Term A Loan facility then in effect (if any) and the Revolving Credit Facility may elect Maturity Date or decline, in its sole discretion, have a shorter weighted average life to provide all or a portion maturity than the longest remaining weighted average life to maturity of such increase in the Revolving Credit Facility offered to it any Incremental Term A Loan facility then outstanding (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 Commitmentif any) and (iiy) any Eligible Assignee providing any portion no Incremental Term B Loan shall mature earlier than the later of such increase the Latest Maturity Date then in effect or have a shorter weighted average life to maturity than the Revolving Credit Facility longest remaining weighted average life to maturity of theany Term A Loan facility then outstanding (if any); provided that is not an existing Revolving Credit Lender at the option of Borrower, this clause (such Eligible Assignee, a “New Revolving Credit Lender”iv) shall become not apply to any Permitted Bridge Indebtedness; (v) [reserved]; (vi) each Incremental Term Loan shall be pari passu in right of payment, voting, security and/or (unless agreed to be paid after, or on a Revolving Credit Lender pursuant less than pro rata basis with, the Term Loans by 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 Increase, Term B Loan Increase, 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; (viii) except as provided above and in Section 2.20(d), all other terms and conditions applicable to a joinder agreement in form any Incremental Term Loan, to the extent not consistent with the terms and substance conditions applicable to the applicable Term Loan facility, shall be reasonably satisfactory to the Administrative Agent Agent, the applicable Lenders providing such Incremental Term Loan and its counsel 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 “New Revolving Lender Joinder Agreement”)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 (iii) if secured, not be secured by assets other than the Collateral, provided that during an Investment Grade Period any Incremental Facility shall be unsecured.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers Borrower, may from time to time request time, elect to increase the Aggregate Commitments to an increase in amount not exceeding $1,750,000,000 by increasing the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in and/or increasing the Term Facility consummated pursuant or, if the Term Facility has been terminated or is otherwise no longer outstanding, with a new term facility on substantially the same terms as the Term Facility (and after the Increase Effective Date with respect thereto all references to Section 2.18 on or prior to the “Term Facility” herein and in any other Loan Documents shall mean such timenew term facility (the “New Term Facility”)); provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or a whole multiple of $5,000,000 in excess thereof, or such lesser other amount as Borrowers agreed to by the Borrower and the Administrative Agent may agree)Agent. At the time of sending In such written notice, the Borrowers Borrower shall specify the Facility that it proposes to increase and the identity of each Revolving Credit Appropriate Lender and each Eligible Assignee that it proposes to whom the Borrowers propose any approach to provide all or a portion of such increase (subject in the Revolving Credit Facility be allocatedeach case to any requisite consents required under Section 11.06); provided, however, that (i) any existing Revolving Credit Appropriate 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 applicable 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 or Term Commitment, as applicable) and (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit applicable 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).

Request for Increase. Provided there exists no DefaultThe Company may, upon written from time to time, request by notice to the Administrative Agent, the Borrowers may from time to time request Agent (i) an increase in the Revolving Credit Facility by (each, a “Revolving Credit Increase”), (ii) an amount (increase in the aggregate Term A US Facility (each, a “Term A US Loan Increase”), (iii) an increase in the Term A CAD Facility (each, a “Term A CAD Loan Increase”), (iv) an increase in the Term A AUD Facility (each, a “Term A AUD Loan Increase”), (v) an increase in the Term B Loan Facility (each, a “Term B Loan Increase”; each Term A US Loan Increase, Term A CAD Loan Increase, Term A AUD Loan Increase and Term B Loan Increase, collectively, referred to as the “Term Loan Increases”), (vi) 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 term A loan tranche) a wholly-owned direct or indirect Restricted Subsidiary of the Company (each, an “Incremental Term A US Loan”), (vii) one or more term A loan tranches to be made available to the Canadian Borrower (each, an “Incremental Term A CAD Loan”), (viii) one or more term A loan tranches to be made available to the Australian Borrower (each, an “Incremental Term A AUD Loan”), or (ix) 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, Incremental Term A CAD Loan, Incremental Term A AUD 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 (i) the principal amount for all such requestsIncremental Increases shall not exceed the Maximum Increase Amount; (ii) not exceeding $450,000,000, less the aggregate amount of all increases in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or such a lesser amount as Borrowers in the event such amount represents all remaining availability under this Section) and Administrative Agent no more than five Incremental Increases may agree). At be effectuated during the time term of sending such notice, this Agreement; (iii) no Revolving Credit Increase shall (A) be effectuated without the Borrowers shall specify the identity consent of each applicable L/C Issuer that is a Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers), (B) 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 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 US Loans, Incremental Term A CAD Loans and Incremental Term A AUD Loans, in the Revolving Credit 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 the Term B Facility so long as the 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 US Facility, Term A CAD Facility or Term A AUD Facility, as applicable; (vi) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, 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 (unless agreed to be allocatedpaid after the 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 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; 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, howeverfurther, that (i) any existing Revolving Credit Lender approached to provide all or a portion solely for the purposes of such increase in the Revolving Credit Facility may elect or declinethis Section 2.16(a), in its sole discretiondetermining 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, to provide all (1) original issue discount (“OID”) or a portion of such increase in the Revolving Credit Facility offered to it upfront fees (and any Revolving Credit Lender that has failed to respond to any such request which shall be deemed to have declined constitute like amounts of OID) payable by the Company to increase its Revolving Credit Commitmentthe 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 effects of any and all LIBOR floors shall be included and (ii3) 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 Eligible Assignee providing Incremental Term B Loan or Term B Loan Increase shall be excluded; (vii) except as provided above, all other terms and conditions applicable to any portion of such increase in Incremental Term Loan, to the Revolving Credit Facility that is extent not an existing Revolving Credit Lender (such Eligible Assigneeconsistent with the terms and conditions applicable to the applicable Term Loan Facility, a “New Revolving Credit Lender”) shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance be reasonably satisfactory to the Administrative Agent Agent, the applicable Lenders providing such Incremental Term Loans and its counsel the Company; 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 guaranteed and secured pursuant to the Guaranty and the Collateral Documents on a “New Revolving Lender Joinder Agreement”)pari passu basis with the other Obligations hereunder.

Request for Increase. Provided there exists no Default, upon Upon written notice to the Administrative AgentAgent in the form of Exhibit E (such notice, an “Incremental Loan Commitment Increase Notice”), the Borrowers Borrower may from time request the Lenders to time request increase their Commitments (each an increase “Incremental Loan Commitment”) in the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in not to exceed $32,000,000 (the Term Facility consummated pursuant to Section 2.18 on or prior to such time“Incremental Loan 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 (10,000,000 or such lesser amount as Borrowers equal to the remaining Incremental Loan Amount (each an “Incremental Loan Commitment Increase”), (ii) no request for an Incremental Loan Commitment may be made after the end of the Availability Period, (iii) the Borrower shall provide to the Lenders such information that is reasonably required by the Lenders to evaluate the request for an Incremental Loan Commitment and Administrative Agent may agree(iv) on the date of any request by the Borrower for an Incremental Loan Commitment Increase the conditions set forth in Section 2.10(e)(i). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Revolving Credit Facility be allocated; provided(ii), 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 Commitmentiii) and (iiiv) any Eligible Assignee providing any portion shall have been satisfied. An Incremental Loan Commitment Increase Notice shall set out the amount of the Incremental Loan Commitment requested and the date on which such Incremental Loan Commitments are requested to be effective (each an “Incremental Loan Increase Date”), which shall not be less than thirty (30) days nor more than forty-five (45) days after the date of such increase in notice. Any Incremental Loan Commitment shall be a commitment to make loans with the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assigneesame principal terms as the Loans, a “New Revolving Credit Lender”) shall become a Revolving Credit Lender pursuant to a joinder agreement in form including the same interest rate, Applicable Margin and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)maturity date.

Request for Increase. Provided there exists no Event of Default or Potential Default, upon written notice and subject to compliance with the Administrative Agentterms of this Section 2.16, the Borrowers may from time by delivering to time the Administrative Bank an Uncommitted Tranche Request, request an increase in the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all temporary increases in the Term Facility consummated pursuant to Section 2.18 on or prior to Maximum Commitment, which increases shall be effectuated in separate uncommitted tranches (each such timetemporary increase, an “Uncommitted Increase Tranche”); provided that any (i) each such request for an increase Uncommitted Increase Tranche shall be in a minimum amount of $25,000,000 (10,000,000 and in $2,500,000 increments thereof, or such lesser amount as Borrowers and to which the consent of the Administrative Agent may agree). At the time of sending Bank has been obtained (each such noticeincrease, the Borrowers shall specify the identity of each Revolving Credit Lender 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 referred to have declined to increase its Revolving Credit Commitment) and herein as an “Uncommitted Increase”), (ii) the Maximum Commitment as increased by (A) any Eligible Assignee providing Uncommitted Increase Tranche and (B) all Facility Increases pursuant to Section 2.15 and this Section 2.16 hereto shall not exceed $140,000,000 at any portion one time, (iii) there shall be no more than three (3) Uncommitted Increase Tranches outstanding at any one time and (iv) no Uncommitted Increase Loans shall be funded until such time as the Borrower shall have drawn Loans in an amount up to the Maximum Commitment pursuant Section 2.15 hereof. For the avoidance of doubt, any Uncommitted Increase will be on the same terms as contained herein with respect to the Credit Facility; provided that in the case of any Uncommitted Increase Tranche, the Uncommitted Increase Maturity Date of such increase Uncommitted Increase Tranche shall be on or prior to the last day of the calendar quarter in which such Uncommitted Increase Tranche was effectuated; provided further that in the Revolving Credit Facility that is not an existing Revolving Credit Lender (case of any Uncommitted Increase Loan under any Uncommitted Increase Tranche, the stated maturity date of any such Eligible Assignee, a “New Revolving Credit Lender”) Uncommitted Increase Loan shall become a Revolving Credit Lender pursuant to a joinder agreement in form and substance reasonably satisfactory be on or prior to the Administrative Agent last day of the calendar quarter in which such Uncommitted Increase Loan is funded, and its counsel (a “New Revolving Lender Joinder Agreement”).any such Uncommitted Increase Maturity Date for an Uncommitted Increase Tranche shall occur on or prior to the Stated Maturity Date..

Request for Increase. 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 Borrowers may Borrower may, from time to time time, request (x) an increase in the Revolving Credit Facility by (each an amount “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 Facility”); provided, that in no event shall the aggregate for all such requests) not exceeding $450,000,000, less the aggregate principal amount of all increases in Incremental Facilities incurred after the Effective Date exceed $400,000,000 (it being understood and agreed that the Term Facility consummated pursuant to Section 2.18 on or prior to such timeconstitutes an “Incremental Facility” hereunder); provided further that any such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000 (or such lesser amount as Borrowers and Administrative Agent may agree)25,000,000. At If the Borrower elects to request that existing Revolving Credit Lenders participate in an Incremental Facility, then at the time of sending such notice, the Borrowers Borrower shall request that the Paying Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Paying Agent) shall specify the identity of time period within which each Revolving Credit Lender and each Eligible Assignee is requested to whom respond (which shall in no event be less than ten Business Days from the Borrowers propose any portion date of delivery of such increase in notice to 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 (ii) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”Lenders).

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written from time to time, request by notice to the Administrative Agent, the Borrowers may from time to time request an increase Agent (x) one or more increases in the Revolving Facility (each, a “Revolving Credit Facility by an amount Increase”), (in the aggregate for all such requestsy) not exceeding $450,000,000, less the aggregate amount of all one or more increases in the Term Facility consummated pursuant (each, a “Term Loan Increase”) or (z) one or more term loan tranches to Section 2.18 on or prior be made available to such timethe Borrower (each, an “Incremental Term Loan”; 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 $100,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000 20,000,000 and in any increment of $5,000,000 in excess thereof (or such a lesser amount as Borrowers and Administrative Agent may agreein the event such amount represents all remaining availability under this Section). At the time of sending such notice, the Borrowers shall specify the identity of each ; (iii) no Revolving Credit Lender and Increase shall (A) increase the Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase the Swingline Sublimit without the consent of the Swingline Lender; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date then in effect for the Term Facility or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Eligible Assignee Incremental Term Loan shall (A) rank pari passu or junior in right of payment, 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 (unless agreed to whom be paid after the Borrowers propose any portion of Term Loans by the Lenders providing such increase in the Revolving Credit Facility be allocated; provided, however, that (iIncremental Term Loan) 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 Incremental Term Loans that has failed 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 respond to any such request shall be deemed to have declined to increase its Revolving Credit Commitmentthe Administrative Agent and the Borrower) and (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit Facility that is not an existing Revolving Credit Lender (such Eligible Assignee, a “New Revolving Credit Lender”B) shall become a Revolving Credit Lender pursuant have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vi) except as provided above, all other terms and conditions applicable to a joinder agreement in form any Incremental Term Loan, to the extent not consistent with the terms and substance conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent Agent, the applicable Lenders providing such Incremental Term Loan and its counsel 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 more restrictive than the corresponding terms set forth in the Term Facility (except to the extent either (A) applicable to all of the other 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 (vii) 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 guaranteed and secured pursuant to the Guaranty and the Collateral Documents on a “New Revolving Lender Joinder Agreement”)pari passu basis with the other Obligations hereunder.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers Borrower, may from time to time request time, elect to increase the Aggregate Commitments to an increase in amount not exceeding $500,000,000 by increasing the Revolving Credit Facility by an amount (in the aggregate for all such requests) not exceeding $450,000,000, less the aggregate amount of all increases in and/or increasing the Term Facility consummated pursuant or, if the Term Facility has been terminated or is otherwise no longer outstanding, with a new term facility on substantially the same terms as the Term Facility (and after the Increase Effective Date with respect thereto all references to Section 2.18 on or prior to the “Term Facility” herein and in any other Loan Documents shall mean such timenew term facility (the “New Term Facility”)); provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or a whole multiple of $5,000,000 in excess thereof, or such lesser other amount as Borrowers agreed to by the Borrower and the Administrative Agent may agree)Agent. At the time of sending In such written notice, the Borrowers Borrower shall specify the Facility that it proposes to increase and the identity of each Revolving Credit Appropriate Lender and each Eligible Assignee that it proposes to whom the Borrowers propose any approach to provide all or a portion of such increase (subject in the Revolving Credit Facility be allocatedeach case to any requisite consents required under Section 11.06); provided, however, that (i) any existing Revolving Credit Appropriate 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 applicable 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 or Term Commitment, as applicable) and (ii) any Eligible Assignee providing any portion of such increase in the Revolving Credit applicable 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 Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”).

Request for Increase. Provided there exists no DefaultIf the Available Borrowing Base exceeds $175 million at any time following the Closing Date and the Borrower is in compliance with the Borrowing Base Requirement, the Borrower may request an increase in Commitments upon written notice to the Administrative AgentAgent in the form of Exhibit D (each such notice, a “Incremental Loan Commitment Increase Notice”), pursuant to which the Borrowers may from time Borrower will request the Lenders to time request an provide on a pro rata basis, or, in the event one or more of the Lenders declines to provide its pro rata share of the requested amount of the increase in commitments pursuant to Section 2.9(b), permit other existing Lenders (on a non-pro rata basis) or New Lenders (defined below) to provide, new Commitments to increase the Revolving Credit Facility by Total Commitment Amount (each such new Commitment, an amount “Incremental Loan Commitment”); provided, that: (in i) the aggregate for all such requestsIncremental Loan Commitment Increase Notice shall set forth (A) not exceeding $450,000,000, less the aggregate amount of the Incremental Loan Commitments requested, (B) the date on which such Incremental Loan Commitments are requested to be effective (“Incremental Loan Increase Date”), which shall not be less than sixty (60) days after the date of such notice, (C) the requested maturity date and interest rate of Incremental Loans related to such Incremental Loan Commitments, and (D) the upfront fees the Borrower proposes to pay to participating Lenders in such Incremental Loan Commitment, (ii) all increases Incremental Loan Commitments hereunder shall not exceed $200,000,000 (the “Incremental Loan Amount”) in the Term Facility consummated pursuant to Section 2.18 on or prior to such time; provided that aggregate, (iii) any such request for an increase Incremental Loan Commitment shall be in a minimum amount of (x) $25,000,000 50,000,000 or (or y) such lesser amount as Borrowers equal to the Incremental Loan Amount minus the Incremental Loan Commitments granted on or prior to the date of such request, *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and Administrative Agent may agreefiled separately with the Commission (iv) the terms of each requested Incremental Loan Commitment are identical to those applicable to the original Commitment, other than with respect to (x) maturity (provided that the Loan Maturity Date of any Incremental Loan shall not be earlier than the Loan Maturity Date of the Initial Loans). At , (y) interest rates, and (z) upfront fees, (v) if the time All-In Yield applicable to such Incremental Loan Commitment shall be greater than the applicable All-In Yield payable with respect to any Loans (other than Incremental Loans made pursuant to such Incremental Loan Commitment) by more than 50 basis points per annum (the amount of sending such noticeexcess, the Borrowers “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the LIBO Rate or Base Rate floor) with respect to such Loans shall specify be increased by the identity applicable Yield Differential; provided, that, if any Incremental Loan Commitments include a LIBO Rate or Base Rate floor that is greater than the LIBO Rate or Base Rate floor applicable to any existing Loans, such differential between interest rate floors shall be included in the calculation of each Revolving Credit Lender and each Eligible Assignee All-In Yield for purposes of this clause (v) but only to whom the Borrowers propose any portion of such extent an increase in the Revolving Credit Facility be allocated; provided, however, that (i) any LIBO Rate or Base Rate Floor applicable to the existing Revolving Credit Lender approached to provide all or a portion of such Loans would cause an increase in the Revolving Credit Facility may elect or declineinterest rate then in effect thereunder, and in its sole discretion, such case the LIBO Rate and Base Rate floors (but not the Applicable Margin) applicable to provide all or a portion the existing Loans shall be increased to the extent of such increase differential between interest rate floors; provided further that any undrawn or commitment fees applicable to such Incremental Loan Commitments shall be included in the Revolving Credit Facility offered foregoing calculation solely to it the extent such fees exceed those applicable to the Loans by more than 50 basis points per annum; (and any Revolving Credit Lender that has failed to respond to any such vi) no request for an Incremental Loan Commitment may be made after the end of the Availability Period, (vii) the Borrower shall be deemed to have declined to increase its Revolving Credit Commitment) and (ii) any Eligible Assignee providing any portion of such 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 provide to the Administrative Agent and its counsel such information that is reasonably requested by the Administrative Agent on behalf of the Lenders to evaluate the request for an Incremental Loan Commitment, (a “New Revolving viii) on the date of the request by the Borrower for an Incremental Loan Commitments, the conditions set forth in Section 2.9(e)(i) shall have been satisfied, and (ix) no Lender Joinder Agreement”)shall be obligated to provide any new or additional Commitment.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrowers Borrower, may from time to time time, request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $750,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility by (each such increase, an amount “Incremental Revolving Increase”) and/or 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 aggregate for all any then existing Incremental Term Loan Facility (each such requests) not exceeding $450,000,000increase, less the aggregate amount of all increases in the an “Incremental Term Loan Increase”; each Incremental Revolving Increase, Incremental Term Loan Facility consummated pursuant and Incremental Term Loan Increase are collectively referred to Section 2.18 on or prior to such timeas “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 (10,000,000, or such lesser amount as Borrowers agreed to by the Borrower and the Administrative Agent may agree). At the time of sending such notice, the Borrowers shall specify the identity of each Revolving Credit Lender 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 (ii) any Eligible Assignee except in the case of a newly established Incremental Term Loan Facility, all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased and all incremental commitments and loans provided as part of a newly established Incremental Term Loan Facility shall be on terms agreed to by the Borrower and the Lenders providing any portion such Incremental Term Loan Facility; provided, that if the terms of such increase in Incremental Term Loan Facility (other than final maturity) are not the Revolving Credit same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such new Incremental Term Loan 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 be on terms reasonably satisfactory acceptable to the Administrative Agent and its counsel (a “New Revolving Lender Joinder Agreement”)Agent.